Scilex (NASDAQ: SCLX) sells 12.5M Semnur shares to Biconomy for Bitcoin

Rhea-AI Filing Summary

Scilex Holding Company entered into a Securities Purchase Agreement with Biconomy PTE.LTD to sell 12,500,000 shares of Semnur Pharmaceuticals common stock, a majority-owned subsidiary, at $16.00 per share, with the purchase price payable in Bitcoin based on a Coinbase spot rate. The shares consist of 554,849 Semnur shares held by Scilex Holding Company and 11,945,151 shares held by Scilex, Inc., and the transaction closed on September 25, 2025. Under the agreement, Semnur must file a registration statement within 90 days to register Biconomy’s resale of these shares. The company also furnished a press release about the deal and filed supplemental risk factor disclosures to update prior public filings.

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Equity capital markets analyst

Scilex sells a large Semnur stake for Bitcoin and grants resale registration rights.

Scilex and its subsidiary Scilex, Inc. agreed to sell 12,500,000 shares of Semnur Pharmaceuticals common stock to Biconomy PTE.LTD at a per-share price of $16.00. Consideration is payable in Bitcoin, with the amount of Bitcoin determined by dividing Biconomy’s aggregate purchase price by the Coinbase spot rate at 8:00 p.m. New York time on the trading day before closing. The transaction closed on September 25, 2025, so Scilex has effectively converted a sizable portion of its Semnur equity into crypto-denominated proceeds.

The agreement includes a commitment by Semnur to file a registration statement covering Biconomy’s resale of the purchased shares within 90 days of closing. This gives Biconomy a pathway to liquidity while keeping the initial transfer exempt from registration under Section 4(a)(1) via the so-called Section 4(a)(11/2) exemption, with Biconomy representing that it is an accredited investor acquiring for investment. Scilex also filed updated risk factors tied to this transaction and its business, signaling that it views the related risks and disclosures as important enough to supplement its prior annual report.

Overall, the development is structurally significant for ownership of Semnur but the economic and strategic impact on Scilex depends on how this disposition fits within its broader portfolio and capital plans, which are not detailed here. Future company filings that incorporate the new Semnur resale registration and the supplemental risk factors will help clarify how this transaction affects Semnur’s shareholder base and Scilex’s exposure to both Semnur and Bitcoin-denominated consideration.

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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 23, 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.

Semnur Securities Purchase Agreement

On September 23, 2025, Scilex Holding Company (the “Company”), Scilex, Inc., a Delaware corporation and wholly owned subsidiary of the Company (“Scilex, Inc.” and together with the Company, the “Scilex Sellers”) and, solely with respect to certain registration rights described below, Semnur Pharmaceuticals, Inc., a majority owned subsidiary of the Company (“Semnur”), entered into a Securities Purchase Agreement (“Biconomy Resale SPA”) with Biconomy PTE.LTD (“Biconomy”).

Pursuant to the Biconomy Resale SPA, the Scilex Sellers agreed to sell, and Biconomy agreed to purchase, an aggregate of 12,500,000 shares (the “Biconomy Resale SPA Shares”) of common stock, par value $0.0001 per share of Semnur (“Semnur Common Stock”), comprised of: (i) 554,849 shares of Semnur Common Stock held by the Company and (ii) 11,945,151 shares of Semnur Common Stock held by Scilex, Inc. The Biconomy Resale SPA Shares are being sold for a purchase price of $16.00 per share (the “Purchase Price”), payable in Bitcoin blockchain (“Bitcoin”), with such amount of Bitcoin equal to the quotient of (A) Biconomy’s aggregate Purchase Price divided by (B) the spot exchange rate for Bitcoin as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the closing date of the purchase. The closing of the transactions contemplated by the Biconomy Resale SPA occurred on September 25, 2025.

Pursuant to the Biconomy Resale SPA, Semnur is obligated to file a registration statement registering the resale of the Biconomy Resale SPA Shares under the Securities Act of 1933, as amended, (the “Securities Act”) within 90 days of the closing the purchase and sale of the Biconomy Resale SPA Shares.

The Biconomy Resale SPA contains customary representations, warranties, covenants and agreements by the Scilex Sellers and Biconomy and customary conditions to closing.

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

This report does not constitute an offer to sell, or the solicitation of an offer to buy, nor shall there be any sale of the Biconomy Resale SPA Shares 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.

Item 2.01. Completion of Acquisition or Disposition of Assets

The information provided in Item 1.01 regarding the Biconomy Resale SPA is hereby incorporated by reference.

Item 3.02. Unregistered Sales of Equity Securities.

The information provided in Item 1.01 regarding the Biconomy Resale SPA Shares is hereby incorporated by reference. The Biconomy Resale SPA Shares were transferred to Biconomy in a transaction exempt from registration under the Securities Act, in reliance on the provisions of Section 4(a)(1) of the Securities Act pursuant to the so called Section 4(a)(11/2) exemption. Biconomy has represented to the Company that it is an “accredited investor,” as defined in Regulation D, and will acquire the Biconomy Resale SPA Shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.

Except for the registration rights contemplated by the Biconomy Resale SPA with respect to the resale by Biconomy of the Resale SPA Shares, such shares will not be registered under the Securities Act and may not be offered or sold in the United States absent registration or an exemption from registration under the Securities Act and any applicable state securities laws. Neither this Current Report on Form 8-K nor the Biconomy Resale SPA is an offer to sell or the solicitation of an offer to buy shares of common stock of Semnur.

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Item 7.01. Regulation FD Disclosure.

On September 23, 2025, the Company issued a press release announcing the execution of the Biconomy Resale SPA. 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 they 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 8.01. Other Events.

In connection with the Biconomy Resale SPA and related transactions described herein, the Company is filing certain updated risk factors disclosure applicable to its business for the purpose of supplementing and updating disclosures contained in the Company’s prior public filings, including those discussed under the heading “Item 1A. Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2024, filed with the SEC on March 31, 2025 (as amended). The supplemental updated risk factors are filed herewith as Exhibit 99.2 and are incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
10.1#	Securities Purchase Agreement, dated September 23, 2025, by and among Scilex Holding Company, Scilex, Inc., Semnur Pharmaceuticals and Biconomy PTE.LTD.
99.1	Press release dated September 23, 2025.
99.2	Supplemental Risk Factors.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

# Certain of the exhibits and schedules to this Exhibit have been omitted in accordance with Regulation S-K Item 601. The Company agrees to furnish a copy of all omitted exhibits and schedules to the SEC upon its request.

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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: September 26, 2025	Title:	Chief Executive Officer and President

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FAQ

What transaction did Scilex Holding Company (SCLX) disclose involving Biconomy?

Scilex Holding Company and its subsidiary Scilex, Inc. agreed to sell an aggregate of 12,500,000 shares of Semnur Pharmaceuticals common stock to Biconomy PTE.LTD under a Securities Purchase Agreement called the Biconomy Resale SPA.

What price and payment method apply to the Semnur shares sold by SCLX?

The Semnur shares are being sold at $16.00 per share, with the purchase price payable in Bitcoin. The Bitcoin amount equals the aggregate purchase price divided by the Coinbase Bitcoin spot rate at 8:00 p.m. New York time on the trading day before closing.

When did the Semnur share sale to Biconomy close?

The closing of the transactions under the Biconomy Resale SPA occurred on September 25, 2025.

What registration obligations arise from the Biconomy Resale SPA for Semnur?

Under the Biconomy Resale SPA, Semnur Pharmaceuticals must file a registration statement within 90 days of closing to register the resale of the 12,500,000 Semnur shares acquired by Biconomy under the Securities Act of 1933.

How was the sale of Semnur shares to Biconomy structured under U.S. securities laws?

The Semnur shares were transferred to Biconomy in an unregistered transaction relying on Section 4(a)(1) of the Securities Act under the so‑called Section 4(a)(11/2) exemption. Biconomy represented that it is an accredited investor acquiring the shares for investment and not for immediate public resale.

Did Scilex (SCLX) update its risk disclosures in connection with this transaction?

Yes. In connection with the Biconomy Resale SPA and related transactions, Scilex filed supplemental risk factor disclosure as Exhibit 99.2 to update and supplement risk factors previously disclosed in its Form 10-K for the year ended December 31, 2024.

What additional disclosure did Scilex provide about the Semnur-Biconomy deal?

Scilex issued a press release on September 23, 2025 announcing execution of the Biconomy Resale SPA, which is furnished as Exhibit 99.1 and incorporated by reference, but deemed furnished rather than filed under the Exchange Act.