Scilex (SCLX) inks binding $100M equity term sheet with iHolding Group
Rhea-AI Filing Summary
Scilex Holding Company entered into a binding term sheet with iHolding Group LLP for a proposed $100,000,000 equity investment in newly issued common shares. The parties expect a purchase price of $15.00 per share, which would represent approximately 6,666,667 shares if completed.
The proposal is subject to customary due diligence, negotiation and execution of definitive agreements, board and stockholder approvals, regulatory clearances and other closing conditions, and it may be modified or terminated. Scilex currently expects that, if structured as a private placement, the issuance would rely on exemptions under Section 4(a)(2) and Rule 506 of Regulation D. A press release describing the term sheet and intended use of proceeds for strategic growth, product development, acquisitions, working capital and other corporate purposes was furnished as an exhibit.
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Insights
Scilex secured a conditional $100M equity term sheet, but closing is highly uncertain.
Scilex Holding Company has a binding term sheet for a proposed $100,000,000 purchase of newly issued common stock by iHolding Group LLP at an expected price of $15.00 per share. That implies about 6,666,667 new shares if the transaction proceeds on these terms.
The structure would likely be a private placement relying on Section 4(a)(2) and Rule 506 of Regulation D, with iHolding representing accredited investor status and an investment-only intent. Cash-flow would go to Scilex, supporting strategic growth, product development, acquisitions and working capital as described in the press release.
However, the transaction is subject to extensive conditions: completion of due diligence, negotiation and execution of definitive agreements, multiple board approvals, stockholder approval and regulatory clearances. The term sheet can be modified or terminated, and the company notes that failure to close could lead to disputes or litigation, adding execution and legal risk. Overall, this is a potentially significant financing avenue but not yet a committed capital infusion.
8-K Event Classification
Key Figures
Key Terms
binding term sheet financial
Regulation D regulatory
accredited investor regulatory
private placement financial
forward-looking statements regulatory
non-opioid pain management products financial
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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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:
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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 July 3, 2026, Scilex Holding Company (“the Company”) and iHolding Group LLP, a private investment group headquartered in Almaty, Republic of Kazakhstan (“iHolding”), entered into a binding term sheet (the “Term Sheet”).
The Term Sheet contemplates that iHolding will purchase $100,000,000 (the “Proposed Investment”) of newly issued shares of Company common stock, par value $0.0001 per share (the “Company Common Stock”). The purchase price for such shares is expected to be $15.00 per share, which would represent approximately 6,666,667 shares.
The Proposed Investment remains subject to completion of customary due diligence, the parties’ negotiation and execution of definitive agreements (the “Definitive Agreements”), board approvals, and other customary closing conditions, including receipt of the approval of the Company’s stockholders and any required regulatory approvals.
There can be no assurance that the Definitive Agreements and any other transaction documents necessary to consummate the Proposed Investment will be entered into, or that the Proposed Investment will be consummated on the terms described herein or at all. The consummation of the Proposed Investment is subject to numerous factors, many of which are outside the control of the Company, including market conditions, regulatory approvals, the actions of third parties, and the ability of the parties to negotiate and execute the Definitive Agreements. The Term Sheet reflects terms that remain subject to further negotiation, modification and/or approval by the applicable boards of directors and may be terminated by the parties. Any such termination, or a failure by the parties to agree on the Definitive Agreements, could result in disputes or litigation relating to the interpretation, enforceability and/or performance of the provisions of the Term Sheet, which could be costly and/or time-consuming, divert management attention and/or otherwise adversely affect the financial condition or liquidity of the Company, including its ability to pursue or defend such claims. Accordingly, investors should not place undue reliance on the consummation of the Proposed Investment or the ability of the Company and iHolding to consummate the Proposed Investment.
The foregoing description of the Term Sheet does not purport to be complete and is qualified in its entirety by reference to the full text of the Term Sheet, a copy of which the Company will file as an exhibit to its Quarterly Report on Form 10-Q for the quarter ending June 30, 2026 or by an amendment to this Current Report on Form 8-K.
Item 3.02. Unregistered Sales of Equity Securities.
The information provided in Item 1.01 regarding the Term Sheet and the potential issuance of shares of Company Common Stock is hereby incorporated by reference.
It has not yet been determined whether the shares of Company Common Stock that may be issued in the Proposed Investment will be issued in a private placement. If such shares are issued in a private placement, the Company expects that (i) such shares would be issued to iHolding in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D (or other applicable exemption) thereunder and (ii) iHolding will represent that it is an “accredited investor,” as defined in Regulation D, and will acquire such shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor the Term Sheet is an offer to sell or the solicitation of an offer to buy shares of Company Common Stock or any other securities of the Company.
Item 7.01. Regulation FD Disclosure.
On July 6, 2026, the Company issued a press release announcing the execution of the Term Sheet. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits.
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(d) Exhibits.
Exhibit Number |
Description |
99.1 |
Press release dated July 6, 2026. |
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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.
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SCILEX HOLDING COMPANY |
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/s/ Henry Ji, Ph.D. |
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Name: |
Henry Ji, Ph.D. |
Date: July 6, 2026 |
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Chief Executive Officer & President |
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Exhibit 99.1
FOR IMMEDIATE RELEASE
July 6, 2026
Scilex Holding Company Announces Signing of Binding Term Sheet for Proposed $100 Million Strategic Investment from iHolding Group LLP
PALO ALTO, CALIFORNIA – July 6, 2026 (GLOBE NEWSWIRE) - Scilex Holding Company (“Scilex” or the “Company”) (Nasdaq: SCLX), an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, today announced the signing of a binding term sheet with iHolding Group LLP ("iHolding"), a private investment group headquartered in Almaty, Republic of Kazakhstan. The term sheet contemplates that iHolding will purchase $100,000,000 of newly issued shares of Scilex common stock. The purchase price for such shares is expected to be $15.00 per share, which would represent approximately 6,666,667 shares.
The proposed investment would be used to support Scilex's continued strategic growth, including expansion of its healthcare and medical technology initiatives, product development and commercialization, acquisitions and strategic partnerships, working capital and operational growth, intellectual property expansion, and other general corporate purposes.
The proposed investment remains subject to completion of customary due diligence, the parties’ negotiation and execution of definitive agreements, board approvals, and other customary closing conditions, including receipt of the approval of Scilex’s stockholders and any required regulatory approvals.
Joint Statement by Alain Khoueiry, Chairman, and Byron Byrd, Chief Executive Officer, iHolding Group LLP:
“Our proposed investment in Scilex Holding Company has the potential to become a significant strategic milestone, demonstrating the growing international capability of Kazakhstan-linked investment capital to participate in innovative healthcare and biotechnology opportunities.
Scilex has established a diversified portfolio that combines commercial pain management products with an expanding pipeline of innovative therapies addressing important unmet medical needs. This combination of marketed products, product development, intellectual property, and continued innovation represents the type of healthcare platform that complements iHolding’s long-term investment philosophy.
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Importantly, this initiative aligns directly with our vision of helping establish Kazakhstan as a leading regional hub for pharmaceutical manufacturing, research and development, biotechnology innovation, regulatory excellence, and international healthcare distribution. Every strategic collaboration of this quality enhances the expertise, supply chain relationships, regulatory knowledge, and global industry connections necessary to build a sustainable life sciences ecosystem capable of serving both Central Asia and international markets.
Our objective extends well beyond a single investment. We are committed to creating strategic partnerships that accelerate innovation, attract world-class healthcare organizations, expand international collaboration, and contribute meaningfully to Kazakhstan’s long-term economic, scientific, and healthcare development. Through partnerships such as this, we are laying the foundations for a globally connected pharmaceutical and biotechnology sector that can benefit future generations.”
iHolding Group LLP is a private investment vehicle based in the Medeu District of Almaty, Kazakhstan, with a focus on healthcare, technology, and cross-border strategic investments. The proposed investment represents one of the largest Kazakhstan-origin healthcare investments into a U.S.-listed biopharmaceutical company in recent years, underscores growing international interest in Scilex's differentiated commercial platform and pipeline.
This press release shall not constitute an offer to sell or a solicitation of an offer to buy Scilex securities, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.
For more information on Scilex Holding Company, refer to www.scilexholding.com
For more information on Semnur Pharmaceuticals, Inc., refer to www.semnurpharma.com
For more information on ZTlido® including Full Prescribing Information, refer to www.ztlido.com.
For more information on ELYXYB®, including Full Prescribing Information, refer to www.elyxyb.com.
For more information on Gloperba®, including Full Prescribing Information, refer to www.gloperba.com.
About Scilex Holding Company
Scilex is an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease. Scilex targets indications with high unmet needs and large market opportunities with non-opioid therapies for the treatment of patients with acute and chronic pain and is dedicated to advancing and improving patient outcomes. Scilex’s commercial products include: (i) ZTlido® (lidocaine topical system) 1.8%, a prescription lidocaine topical product approved by the U.S. Food and Drug Administration (the “FDA”) for the relief of neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain; (ii) ELYXYB®, a
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potential first-line treatment and the only FDA-approved, ready-to-use oral solution for the acute treatment of migraine, with or without aura, in adults; and (iii) Gloperba®, the first and only liquid oral version of the anti-gout medicine colchicine indicated for the prophylaxis of painful gout flares in adults.
In addition, Scilex has three product candidates: (i) SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (“SEMDEXA” or “SP-102”), which is owned by Semnur Pharmaceuticals, Inc. (a majority owned subsidiary of Scilex) and is a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, for which Scilex has completed a Phase 3 study and was granted Fast Track status from the FDA in 2017; (ii) SP-103 (lidocaine topical system) 5.4%, (“SP-103”), a next-generation, triple-strength formulation of ZTlido, for the treatment of acute pain and for which Scilex has recently completed a Phase 2 trial in acute low back pain. SP-103 has been granted Fast Track status from the FDA in low back pain; and (iii) SP-104 (4.5 mg, low-dose naltrexone hydrochloride delayed-release capsules) (“SP-104”), a novel low-dose delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia.
Scilex is headquartered in Palo Alto, California.
About Semnur Pharmaceuticals, Inc.
Semnur Pharmaceuticals, Inc. (“Semnur”) is a clinical late-stage specialty pharmaceutical company focused on the development and commercialization of novel non-opioid pain therapies. Semnur’s product candidate, SP-102 (SEMDEXA™), is the first non-opioid novel gel formulation administered epidurally in development for patients with moderate to severe chronic radicular pain/sciatica.
Semnur is headquartered in Palo Alto, California
About iHolding Group LLP
iHolding Group LLP is a private investment group headquartered in Almaty, Republic of Kazakhstan, focused on strategic capital deployment across healthcare, technology, and commercial sectors. iHolding seeks investments in companies with strong intellectual property platforms and meaningful global growth potential.
Forward-Looking Statements
This press release includes forward-looking statements that involve risks and uncertainties. Forward-looking statements are statements that are not historical facts and may be accompanied by words that convey projected future events or outcomes, such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,” “future,” “outlook” or variations of such words or by expressions of similar meaning. These forward-looking statements include, but are not limited to, statements regarding future events, the expected execution of definitive agreements, the closing of the proposed investment and whether the proposed investment can support Scilex’s continued strategic growth. These statements are based on management’s current expectations and are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must
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not be relied on, by any investor as a guarantee, an assurance, a prediction or a definitive statement of fact or probability. Actual events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of Scilex. These statements are subject to a number of risks and uncertainties regarding Scilex’s business. These risks and uncertainties include, but are not limited to, delays or inability to complete due diligence, execute definitive agreements, or obtain any necessary approvals for the proposed investment, including board, stockholder and regulatory approvals; general economic, political and business conditions; the ability of Scilex and its subsidiaries to develop and successfully market products; the ability of Scilex and its subsidiaries to grow and manage growth profitably and retain its key employees; the risk that the potential product candidates that Scilex develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway for Scilex’s product candidates; the risk that Scilex’s product candidates may not be beneficial to patients or successfully commercialized; the risk that Scilex has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; risks that the prior results of the clinical trials may not be replicated; regulatory and intellectual property risks; and other risks and uncertainties indicated from time to time and other risks set forth in Scilex’s filings with the SEC. There may be additional risks that Scilex presently does not know or that Scilex currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking statements provide Scilex’s expectations, plans or forecasts of future events and views as of the date of the communication. Scilex anticipates that subsequent events and developments will cause such assessments to change. However, while Scilex may elect to update these forward-looking statements at some point in the future, Scilex specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as representing Scilex’s assessments as of any date subsequent to the date of this communication. Accordingly, investors are cautioned not to place undue reliance on these forward-looking statements.
Contacts:
Investors and Media
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Office: (650) 516-4310
Email: investorrelations@scilexholding.com
Website: www.scilexholding.com
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SEMDEXA™ (SP-102) is a trademark owned by Semnur Pharmaceuticals, Inc., a majority-owned subsidiary of Scilex Holding Company. A proprietary name review by the FDA is planned.
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ZTlido® is a registered trademark owned by Scilex Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex Holding Company.
Gloperba® is the subject of an exclusive, transferable license to use the registered trademark by Scilex Holding Company.
ELYXYB® is a registered trademark owned by Scilex Holding Company.
Scilex Bio™ is a trademark owned by Scilex Holding Company.
All other trademarks are the property of their respective owners.
© 2026 Scilex Holding Company All Rights Reserved.
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