[8-K] Scilex Holding Co Reports Material Event

Rhea-AI Filing Summary

Scilex Holding Company terminated its equity line of credit with Tumim Stone Capital. The parties signed a Termination Agreement on October 30, 2025 under which the agreements will end upon Scilex’s payment of $2.7 million to Tumim in lieu of issuing 150,000 commitment shares.

The cash payments are scheduled as $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and the remaining $1.7 million on or before December 15, 2025. The company stated the termination is because it no longer needs to raise additional capital under these agreements at this time.

Insights

Capital markets & equity structures analyst

Scilex pays $2.7M to end ELOC, avoiding 150,000-share issuance.

Scilex replaced an obligation to issue 150,000 commitment shares under its equity line with a fixed $2.7 million cash payment to Tumim. The termination becomes effective upon payment in full, converting a potential equity issuance into a defined cash outflow.

This action removes contingent share issuance tied to the ELOC, which could have diluted existing holders if shares were issued. The tradeoff is immediate cash usage spread across three dates: Oct 31, 2025 $500,000, Nov 14, 2025 $500,000, and Dec 15, 2025 $1.7 million.

Actual impact depends on Scilex’s liquidity and the relative value of the avoided 150,000 shares versus the cash paid. Subsequent filings may provide additional details on cash balances and capital plans.

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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): October 30, 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 1.02. Termination of a Material Definitive Agreement.

Equity Line of Credit

As previously disclosed, Scilex Holding Company (the “Company”) entered into a Common Stock Purchase Agreement and Registration Rights Agreement (the “Original Agreements”) on July 22, 2025 with Tumim Stone Capital, LLC (“Tumim”) as part of an equity line of credit (the “ELOC”). Pursuant to the Original Agreements, the Company was obligated to issue 150,000 shares of the Company’s common stock (the “Commitment Shares”) to Tumim upon effectiveness of the registration statement related to the ELOC.

On October 30, 2025 the Company and Tumim entered into a Termination Agreement pursuant to which each of the Original Agreements shall terminate upon payment in full of an aggregate of $2.7 million by the Company to Tumim in lieu of the issuance of the Commitment Shares with $500,000 to be paid on or before each of October 31, 2025 and November 14, 2025 and the remaining $1.7 million to be paid on or before December 15, 2025.

The Company acknowledges Tumim’s beneficial support. The termination of the Original Agreements is due to the Company no longer needing to raise additional capital under the Original Agreements at this time.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1	Termination Agreement, dated October 30, 2025, by and between Scilex Holding Company and Tumim Stone Capital, LLC.
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: October 31, 2025	Title:	Chief Executive Officer & President

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FAQ

What did Scilex (SCLX) announce in its 8-K?

Scilex entered a Termination Agreement to end its equity line of credit with Tumim Stone Capital upon paying $2.7 million in cash.

How much will Scilex pay to terminate the ELOC?

An aggregate of $2.7 million, with $500,000 due on or before Oct 31, 2025, $500,000 on or before Nov 14, 2025, and $1.7 million on or before Dec 15, 2025.

What share issuance is avoided by this termination?

Scilex avoids issuing 150,000 commitment shares that were required upon registration effectiveness under the original agreements.

Why is Scilex terminating the equity line of credit?

The company stated it no longer needs to raise additional capital under the original agreements at this time.

Who was the counterparty to the ELOC?

The counterparty was Tumim Stone Capital, LLC.

When was the Termination Agreement signed and what exhibit is it?

It was signed on October 30, 2025 and filed as Exhibit 10.1.