Scilex (SCLX) JV shifts 500,000 shares to Quantum Scan in swap

Rhea-AI Filing Summary

SCLX Stock Acquisition JV LLC, a major holder of Scilex Holding Co, restructured its position by transferring 500,000 shares of common stock to Quantum Scan Holdings, Inc. in exchange for Q Scan common stock under a letter agreement. The transfer price will be based on the Scilex closing price on the Nasdaq Capital Market on the last trading day immediately before the transfer. After this transaction, the reporting entity holds 958,263 Scilex shares, and the reported holdings already reflect a 1-for-35 reverse stock split effective April 15, 2025.

Insider Trade Summary

1 transaction reported

Mixed 1 txn

Insider SCLX Stock Acquisition JV LLC

Role null

Type	Security	Shares	Price	Value
Other	Common stock	500,000	$0.00	--

Holdings After Transaction: Common stock — 958,263 shares (Direct, null)

Footnotes (1)

1. On July 3, 2026, the Reporting Person entered into a letter agreement (the "Letter Agreement") with Quantum Scan Holdings, Inc. ("Q Scan") and the other party named therein, pursuant to which the Reporting Person transferred the shares reported herein to Q Scan in exchange for shares of common stock of Q Scan. The price at which the shares reported herein are being transferred to Q Scan will be based on the closing price of the shares of Scilex common stock on the Nasdaq Capital Market on the last trading day immediately prior to the transfer of such shares pursuant to the Letter Agreement. The number of shares beneficially owned reflects the 1-for-35 reverse stock split effected April 15, 2025.

Key Figures

Shares transferred: 500,000 shares Shares owned after transaction: 958,263 shares Reverse stock split ratio: 1-for-35 +1 more

4 metrics

Shares transferred 500,000 shares Common stock transferred to Quantum Scan Holdings, Inc.

Shares owned after transaction 958,263 shares Scilex common stock beneficially owned following restructuring

Reverse stock split ratio 1-for-35 Reverse stock split effective April 15, 2025

Transaction date July 3, 2026 Date of letter agreement and share transfer

Key Terms

letter agreement, reverse stock split, beneficially owned, Nasdaq Capital Market

4 terms

letter agreement financial

"entered into a letter agreement (the "Letter Agreement") with Quantum Scan Holdings, Inc."

reverse stock split financial

"reflects the 1-for-35 reverse stock split effected April 15, 2025."

A reverse stock split reduces a company's number of outstanding shares while raising the price per share proportionally, so the total value of each investor's holding is unchanged; a 1-for-10 split turns 100 shares worth $1 each into 10 shares worth $10 each. Companies often do this to regain compliance with an exchange's minimum price rule or to attract investors who avoid very low-priced stocks.

beneficially owned financial

"The number of shares beneficially owned reflects the 1-for-35 reverse stock split"

Beneficially owned describes securities or assets where a person has the economic rights and control—such as the right to receive dividends and to direct voting—even if legal title is held in another name. Think of it like having the keys and using a car that’s registered to someone else: you get the benefits and make decisions. Investors care because beneficial ownership reveals who truly controls value and voting power, affecting corporate decisions and takeover dynamics.

Nasdaq Capital Market financial

"based on the closing price of the shares of Scilex common stock on the Nasdaq Capital Market"

The Nasdaq Capital Market is a platform where smaller, emerging companies can list their shares for trading by investors. It provides these companies with access to funding and visibility, helping them grow, much like a local marketplace where new vendors can introduce their products to potential customers. For investors, it offers opportunities to discover early-stage companies with growth potential.

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Form 4 Insider Transactions: What Each Field Means →

Available on EDGAR 07/07/2026 - 09:28 PM Accepted by SEC EDGAR 07/07/2026 - 09:25 PM Learn about SEC filing dates

FAQ

What did SCLX Stock Acquisition JV LLC do in this Scilex (SCLX) Form 4?

SCLX Stock Acquisition JV LLC transferred 500,000 Scilex common shares to Quantum Scan Holdings, Inc. in exchange for Q Scan common stock. The filing classifies this as an “other” restructuring transaction, not a standard open-market purchase or sale.

How many Scilex (SCLX) shares does SCLX Stock Acquisition JV LLC hold after the transaction?

After the restructuring, SCLX Stock Acquisition JV LLC beneficially owns 958,263 shares of Scilex common stock. This figure incorporates the previously effected 1-for-35 reverse stock split and represents the direct holdings reported in the Form 4 filing.

What consideration did SCLX Stock Acquisition JV LLC receive for the 500,000 Scilex (SCLX) shares?

The entity received shares of common stock of Quantum Scan Holdings, Inc. in exchange for 500,000 Scilex shares. The specific number of Q Scan shares is not detailed, but the price is tied to Scilex’s closing price before the transfer.

How is the transfer price for the 500,000 Scilex (SCLX) shares determined?

The transfer price will be based on the closing price of Scilex common stock on the Nasdaq Capital Market on the last trading day immediately before the transfer. This pricing mechanism is specified in the referenced letter agreement.

What does the 1-for-35 reverse stock split mean for Scilex (SCLX) share counts in this Form 4?

The filing notes that the number of shares beneficially owned already reflects a 1-for-35 reverse stock split effective April 15, 2025. All share amounts in the report, including 958,263 shares held, are on this post-split basis.

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SCLX Stock Acquisition JV LLC

(Last) (First) (Middle)

C/O SCILEX HOLDING COMPANY

960 SAN ANTONIO ROAD

(Street)

PALO ALTO CALIFORNIA 94303

(City) (State) (Zip)

UNITED STATES

(Country)

2. Issuer Name and Ticker or Trading Symbol
Scilex Holding Co [ SCLX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	X	10% Owner
	Officer (give title below)		Other (specify below)

2a. Foreign Trading Symbol

3. Date of Earliest Transaction (Month/Day/Year)
07/03/2026

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

4. If Amendment, Date of Original Filed (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common stock	07/03/2026		J(1)		500,000	D	(1)	958,263(2)	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. On July 3, 2026, the Reporting Person entered into a letter agreement (the "Letter Agreement") with Quantum Scan Holdings, Inc. ("Q Scan") and the other party named therein, pursuant to which the Reporting Person transferred the shares reported herein to Q Scan in exchange for shares of common stock of Q Scan. The price at which the shares reported herein are being transferred to Q Scan will be based on the closing price of the shares of Scilex common stock on the Nasdaq Capital Market on the last trading day immediately prior to the transfer of such shares pursuant to the Letter Agreement.

2. The number of shares beneficially owned reflects the 1-for-35 reverse stock split effected April 15, 2025.

	/s/ Xiao Xu, Sole Manager	07/06/2026
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.
* Form 4: SEC 1474 (03-26)