Scilex Holding Company (NASDAQ: SCLX) inks $100M non-recourse loan deal

Rhea-AI Filing Summary

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.

Insights

Credit and capital structure analyst

Scilex secures up to $100 million non-recourse funding backed by its stock.

The company, via SCLX Stock Acquisition JV LLC, has arranged a non-recourse loan facility of up to $100 million with The St. James Bank & Trust Company Ltd. The lender controls the timing and size of each tranche, the loan accrues interest at the 12‑month Secured Overnight Financing Rate, and each tranche carries an additional fee of 0.25% of its principal amount.

Collateral consists of Scilex common shares pledged in an amount equal to 70% of the aggregate loan principal, held in a securities account with the lender. The loan’s term runs to the eighth anniversary of the first tranche closing, with an option to extend by up to 12 months. Because the loan is non-recourse, the lender’s primary remedy is against the pledged shares rather than other assets.

Default provisions are tightly linked to equity performance and market conditions. An uncured drop of more than 20% in the closing price of the pledged shares, a more than 20% decline in three-day average trading volume versus the prior 30‑day average, or a delisting can trigger default. If that occurs and is not cured within the specified period, the interest rate steps up by an additional 5.0% per annum and the lender may foreclose on or dispose of the pledged shares, so the economic impact will depend on future share price and trading dynamics.

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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): December 16, 2025

_______________________

SCILEX HOLDING COMPANY
(Exact name of registrant as specified in its charter)
_______________________

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

960 San Antonio Road, Palo Alto, California, 94303
(Address of principal executive offices, including zip code)

(650) 516-4310

Registrant’s telephone number, including area code

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 Exchange Act:

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

On December 16, 2025, SCLX Stock Acquisition JV LLC (“SCLX JV”), a wholly-owned subsidiary of Scilex Holding Company (the “Company”), entered into a Non-Recourse Loan and Securities Pledge Agreement (the “Loan Agreement”) with The St. James Bank & Trust Company Ltd., a corporation existing under the laws of the Bahamas (the “Lender”), pursuant to which the Lender agreed to loan SCLX JV an aggregate principal amount of up to $100 million in one or more tranches (the “Loan”). The timing and amount of any particular tranche of the Loan shall be determined at the sole discretion of the Lender and the Lender shall notify SCLX JV in advance of its intention to fund a particular tranche.

The Loan will accrue interest at the rate of the 12-month Secured Overnight Financing Rate, with such interest due and payable on the earlier of Maturity Date and the date of an event of default. The “Maturity Date” of the Loan is the eighth anniversary of the closing date of the first tranche of the Loan and may be extended by up to 12 months at the request of SCLX JV. SCLX JV is also required to pay a fee of 0.25% of the principal amount of each tranche.

Pursuant to the terms of the Loan Agreement, SCLX JV agreed to pledge such number of shares of common stock of the Company currently held by SCLX JV equal to 70% of the aggregate principal amount of the Loan, calculated in accordance with the terms set forth in the Loan Agreement (the “Pledged Securities”) in favor of the Lender as security for SCLX JV’s satisfaction of its obligations thereunder. The Pledged Securities will be held in a securities account that SCLX JV or its affiliates will open with the Lender.

The Loan Agreement contains certain events of default, including, without limitation: a decrease in the closing price of the Pledged Securities of more than 20%, provided that such decrease is not cured within three days by delivering additional securities into the securities account or depositing cash into a bank account with the Lender as security for the Loan; a decrease in the average trading volume of the Pledged Securities for any three consecutive trading days of more than 20% relative to the average trading volume of the 30 trading day period immediately preceding the closing of a tranche of the Loan; or the Pledged Securities are delisted from the national securities exchange on which they are currently listed. If an event of default occurs and is not cured within the specified cure period under the terms of the Loan Agreement, then the Lender has certain remedies under the Loan Agreement, in addition to any remedies provided at law or in equity, including, without limitation, that the interest rate of the Loan will increase by an additional 5.0% per annum and the Loan Agreement will terminate automatically with the Lender entitled to foreclose upon or otherwise dispose of the Pledged Securities.

The Loan Agreement also contains positive and negative covenants, representations and warranties and indemnification provisions that are customary for transactions of this type.

The foregoing summary of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

The information set forth under Item 1.01 above relating to the Loan Agreement is incorporated by reference herein.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Non-Recourse Loan and Securities Pledge Agreement, dated December 16, 2025, by and between SCLX Stock Acquisition JV LLC and The St. James Bank & Trust Company Ltd.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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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
	Name:	Henry Ji
Date: December 17, 2025	Title:	Chief Executive Officer & President

3

FAQ

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

Scilex reported that its wholly owned subsidiary SCLX Stock Acquisition JV LLC entered into a Non-Recourse Loan and Securities Pledge Agreement for a potential loan of up to $100 million with The St. James Bank & Trust Company Ltd.

How large is the new loan facility obtained by Scilex (SCLX)?

Under the agreement, the lender agreed to loan SCLX Stock Acquisition JV LLC an aggregate principal amount of up to $100 million, to be funded in one or more tranches at the lender’s discretion.

What secures the non-recourse loan for Scilex (SCLX)?

SCLX JV agreed to pledge Scilex common stock as collateral, in an amount equal to 70% of the aggregate principal amount of the loan, with the pledged shares held in a securities account with the lender.

When does the Scilex non-recourse loan mature?

The loan’s Maturity Date is the eighth anniversary of the closing date of the first tranche, and it may be extended by up to 12 months at the request of SCLX JV.

What interest and fees apply to the Scilex loan?

The loan accrues interest at the 12‑month Secured Overnight Financing Rate, and SCLX JV must pay a 0.25% fee on the principal amount of each tranche.

What events can trigger a default under Scilex’s loan agreement?

Events of default include a more than 20% drop in the closing price of the pledged shares that is not cured within three days, a more than 20% decrease in three-day average trading volume versus the prior 30‑day average, or delisting of the pledged securities from their national exchange.

What happens if there is an uncured default on the Scilex loan?

If a default occurs and is not cured within the agreed period, the loan’s interest rate increases by an additional 5.0% per annum, the loan agreement terminates automatically, and the lender may foreclose on or dispose of the pledged shares.