Scilex (SCLX) CEO receives 120,000‑share option award

Rhea-AI Filing Summary

Insider option grant and vesting conditions. The CEO and President, Ji Henry, received an incentive stock option to buy 120,000 shares of Scilex Holding Co common stock at $17.58 per share on 10/08/2025. The option vests monthly at a rate of 1/48th of the shares following the grant, subject to continued service, and expires on 10/08/2035. The option cannot be exercised until the company’s outstanding indebtedness under a Senior Secured Promissory Note and certain Tranche B Senior Secured Convertible Notes has been repaid in full. The filing was signed by an attorney‑in‑fact on 10/09/2025.

Positive

• Long‑term alignment: 120,000 options with 1/48th monthly vesting encourage executive retention over multiple years
• Debt‑linked exercise condition: Options cannot be exercised until specified senior secured debt is repaid, which limits near‑term dilution

Negative

• Potential future dilution: Full exercise would add 120,000 shares if and when conditions are met
• Dependence on debt repayment: Exercise and any resulting equity issuance are contingent on repayment of named secured notes, delaying traditional option liquidity

Insights

Compensation & Governance Analyst

Option grant aligns CEO incentives with long‑term value but includes a debt‑clearance exercise condition.

The grant of 120,000 incentive stock options at $17.58 ties executive reward to equity performance over a 10‑year lifespan, with standard monthly vesting of 1/48th. That structure encourages retention and long‑term alignment between management and shareholders.

The restriction that options are not exercisable until the specified senior secured indebtedness is repaid links executive upside to debt reduction, reducing immediate dilution risk but delaying liquidity for the holder. Investors should note repayment is the explicit exercise trigger and monitor debt payoff progress over the next quarters.

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^*

Ji Henry

(Last) (First) (Middle)

C/O SCILEX HOLDING COMPANY

960 SAN ANTONIO ROAD

(Street)

PALO ALTO CA 94303

(City) (State) (Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/08/2025

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

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

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

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

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
Incentive Stock Option (right to buy)	$17.58	10/08/2025		A		120,000		(1)	10/08/2035	Common Stock	120,000	$0	120,000	D

Explanation of Responses:

1. 1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date. Notwithstanding the preceding sentence, the shares of Common Stock subject to the Option will not be exercisable until such date as the Issuer's outstanding indebtedness under the Senior Secured Promissory Note issued by the Issuer to Oramed Pharmaceuticals, Inc. on September 21, 2023 and the Tranche B Senior Secured Convertible Notes issued by the Issuer to each of Oramed Pharmaceuticals, Inc., Nomis Bay Ltd., 3i LP and BPY Limited, has been repaid in full.

	/s/ Stephen Ma, as Attorney-in-Fact	10/09/2025
	** 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.

FAQ

What did Ji Henry report on the Form 4 for SCLX?

The report discloses a grant of an incentive stock option for 120,000 shares at $17.58 per share dated 10/08/2025 with monthly vesting.

When do the options vest and expire for the SCLX grant?

Vesting occurs monthly at a rate of 1/48th of the shares following the grant; the options expire on 10/08/2035.

Are there special exercise conditions for the SCLX options?

Yes. The options are not exercisable until the company’s specified senior secured promissory note and Tranche B senior secured convertible notes are repaid in full.

Who filed the Form 4 and when?

The filing lists Ji Henry as the reporting person (CEO and President) and is signed by an attorney‑in‑fact on 10/09/2025.

How many shares would be issued if these options are fully exercised?

Full exercise would result in issuance of 120,000 common shares at $17.58 per share, subject to the stated conditions.