Scilex Holding (SCLX) reshapes board and inks $50,000 monthly consulting deal

Rhea-AI Filing Summary

Scilex Holding Company reported board changes tied to a previously announced business combination involving its subsidiary Semnur Pharmaceuticals and Denali Capital Acquisition Corp. Directors Annu Navani and Jaisim Shah resigned on September 22, 2025, and the company stated their resignations were not due to disagreements over operations, policies or practices.

At the same time, Scilex entered into a Consulting Agreement with Inform LLC, an entity affiliated with Mr. Shah. Inform LLC will provide consulting services for five years for a $50,000 monthly fee. Following the resignations, the board size decreased from six to five directors, and Chief Financial Officer and Senior Vice President Stephen Ma was appointed to fill the resulting vacancy. The company noted Mr. Ma has no family relationships with other leaders and no related party transactions requiring disclosure.

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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): September 22, 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 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Resignation of Directors

On September 22, 2025, in connection with the previously announced business combination (the “Business Combination”) among Denali Capital Acquisition Corp., a Cayman Islands exempted company (“Denali”), Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali and Semnur Pharmaceuticals, Inc., a majority owned subsidiary of Scilex Holding Company (the “Company”), Annu Navani and Jaisim Shah resigned as directors of the Company, effective immediately (the “Effective Time”). Neither Ms. Navani nor Mr. Shah resigned because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.

On September 22, 2025, in connection with Mr. Shah’s resignation, Inform LLC, a company affiliated with Mr. Shah, and the Company entered into a consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Inform LLC will provide certain consulting services to the Company for a period of five years from the date of the Consulting Agreement in exchange for a monthly fee of $50,000.

Decrease in Size of Board; Appointment of Director

In connection with the above resignations, the Board of Directors of the Company (the “Board”) has decreased the size of the Board from six directors to five directors as of immediately following the Effective Time.

Additionally, as of immediately following the Effective Time, the Board has appointed Stephen Ma, the Chief Financial Officer, Senior Vice President and Secretary of the Company, to fill the vacancy on the Board resulting from the resignations and decrease in the size of the Board.

There are no family relationships between Mr. Ma and any director or executive officer of the Company, and he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Ma has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.

The Company previously entered into an indemnification agreement with Mr. Ma in the same form as its standard form of indemnity agreement with its other directors.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number		Description
10.1^		Consulting Agreement, dated September 22, 2025.
104		Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

^ Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC.

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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
Title:		Chief Executive Officer & President

Date: September 26, 2025

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FAQ

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

Scilex reported that directors Annu Navani and Jaisim Shah resigned effective September 22, 2025. The board reduced its size from six to five directors and appointed Chief Financial Officer Stephen Ma to fill the resulting vacancy as a director immediately after the resignations.

Why did directors Annu Navani and Jaisim Shah resign from Scilex (SCLX)?

Their resignations were made in connection with a previously announced business combination involving Denali Capital Acquisition Corp. and Semnur Pharmaceuticals. Scilex specifically stated that neither director resigned because of any disagreement regarding the company’s operations, policies, or practices.

What are the key terms of the Inform LLC consulting agreement with Scilex (SCLX)?

Scilex entered into a Consulting Agreement with Inform LLC, an entity affiliated with former director Jaisim Shah. Inform LLC will provide certain consulting services for five years starting September 22, 2025, in exchange for a recurring monthly consulting fee of $50,000.

Who is Stephen Ma and what new role did he assume at Scilex (SCLX)?

Stephen Ma is Scilex’s Chief Financial Officer, Senior Vice President, and Secretary. Following the September 22, 2025 resignations, the board appointed him as a director to fill the vacant seat. The company noted no family relationships or related party transactions involving Mr. Ma.

Did Scilex (SCLX) disclose any disagreements related to the director resignations?

Scilex stated that neither resigning director, Annu Navani nor Jaisim Shah, left because of any disagreement with the company. The disclosure explicitly notes no disagreements on matters relating to Scilex’s operations, policies, or practices in connection with their resignations.

What exhibit was filed with the Scilex (SCLX) 8-K related to this event?

Scilex included the Consulting Agreement with Inform LLC as Exhibit 10.1, dated September 22, 2025. The filing also listed Exhibit 104, which is the cover page interactive data file prepared in Inline Extensible Business Reporting Language, commonly used for SEC reporting.