Scilex Holding Co SEC Filings

Scilex Holding Company filed a prospectus supplement tied to several existing S-1 registration statements to incorporate a new Form 8-K describing a warrant inducement transaction. The company entered a Warrant Inducement Agreement with an institutional investor under which the investor agreed to exercise a total of 904,396 existing warrants at a reduced exercise price of $22.51 per share, for an aggregate cash exercise price of $20,357,953.96.

In exchange, Scilex will issue a new unregistered November 2025 Warrant to purchase up to 1,356,594 shares of common stock at an exercise price of $29.00 per share, immediately exercisable for five years, subject to a 4.99% (optionally 9.99%) beneficial ownership cap and standard anti-dilution and fundamental transaction protections, including a cash repurchase right at Black Scholes value upon certain changes of control. Placement agents will receive cash fees equal to 8.0% of the gross proceeds from the exercise and warrants to purchase up to 72,352 additional shares on substantially the same terms.

Scilex Holding Company entered a warrant inducement deal with an institutional investor to secure cash exercises of previously issued common stock warrants. The company reduced the exercise price of Existing Warrants covering 904,396 shares of common stock to $22.51 per share and, in return, the investor agreed to fully exercise them for an aggregate exercise price of $20,357,953.96. As additional consideration, Scilex will issue a new unregistered November 2025 Warrant to purchase up to 1,356,594 shares of common stock at an exercise price of $29.00 per share, plus placement agent warrants to purchase up to 72,352 shares on similar terms. The new warrant is immediately exercisable, has a five‑year term, includes a beneficial ownership cap of 4.99% (adjustable up to 9.99% with notice), and provides Black‑Scholes cash repurchase rights upon certain change‑of‑control transactions. Scilex also agreed to file a resale registration statement within 45 days covering the November 2025 Warrant and its underlying shares.

Scilex Holding Company entered a warrant inducement agreement with an institutional investor under which the investor agreed to exercise two existing warrants for common stock. These existing warrants cover 428,572 shares at an exercise price of $38.50 per share and 475,824 shares at $22.72 per share, with both exercise prices reduced to $22.51 per share as part of the deal.

In return, Scilex will issue a new unregistered November 2025 Warrant to purchase up to 1,356,594 shares of common stock at an exercise price of $29.00 per share, immediately exercisable and expiring five years from issuance, along with placement agent warrants for up to 72,352 shares on similar terms. The company agreed to file a resale registration statement for the November 2025 Warrant and its underlying shares and included a beneficial ownership cap starting at 4.99%, adjustable up to 9.99% with notice. The warrants carry protections for holders in change-of-control and other corporate events, including a cash repurchase right based on Black Scholes value.

Scilex Holding Company filed a prospectus supplement to update three previously effective S‑1 prospectuses by incorporating its Quarterly Report on Form 10‑Q for the period ended September 30, 2025. The supplement does not introduce new securities; it attaches the 10‑Q and updates disclosures.

Nasdaq listings remain SCLX and SCLXW; on November 13, 2025, Common Stock last traded at $17.87 and Public Warrants at $0.22. Shares outstanding were 7,585,446 as of November 10, 2025.

Q3 2025 net revenue was $10.56 million, with a loss from operations of $186.5 million and a net loss of $257.8 million. For the nine months, net loss totaled $327.9 million. Cash and cash equivalents were $878 thousand, while total assets were $275.9 million, including digital assets of $196.6 million. Total liabilities were $455.6 million, resulting in a stockholders’ deficit of $176.9 million. Management disclosed conditions that raise substantial doubt about the company’s ability to continue as a going concern.

Scilex Holding Company filed Prospectus Supplement No. 11 under Rule 424(b)(3), updating three prior S-1 prospectuses by incorporating its Form 10-Q for the quarter ended September 30, 2025. The supplement lists Nasdaq symbols SCLX and SCLXW; on November 13, 2025, common stock last traded at $17.87 and public warrants at $0.22. A 1‑for‑35 reverse stock split was effected on April 15, 2025.

In the attached 10‑Q, quarterly net revenue was $10.56 million versus $14.44 million a year ago. Selling, general and administrative expenses were $188.82 million, driving a loss from operations of $186.51 million and a net loss of $257.82 million for the quarter. As of September 30, 2025, cash and cash equivalents were $878 thousand, total liabilities were $455.60 million, and the company reported digital assets of $196.63 million. Management disclosed conditions that “raise substantial doubt” about the company’s ability to continue as a going concern. Shares outstanding were 7,585,446 as of November 10, 2025.

Scilex Holding Company (SCLX) filed its Q3 2025 report, highlighting steep losses and liquidity strain. Net revenue was $10.6 million, down from $14.4 million a year ago, while selling, general and administrative expenses surged to $188.8 million. Loss from operations reached $186.5 million, and net loss was $257.8 million for the quarter.

The balance sheet shows cash and cash equivalents of $0.9 million against total liabilities of $455.6 million and a stockholders’ deficit of $176.9 million. Accrued rebates and fees were $213.4 million, and derivative liabilities rose to $82.0 million. The company adopted a cryptocurrency treasury strategy; digital assets were recorded at $196.6 million, including Bitcoin acquired via equity consideration. Management stated conditions that raise substantial doubt about the company’s ability to continue as a going concern.

Operationally, Scilex initiated a second Phase 3 study for SP-102 in September 2025 and noted Health Canada’s approval of ELYXYB earlier in the year. A 1‑for‑35 reverse stock split was effected in April 2025, with a $43.8 million deemed dividend tied to certain warrants.

Scilex Holding Company called a virtual Special Meeting to seek stockholder approval to reprice certain underwater stock options granted under its 2022 Equity Incentive Plan and to allow adjournment if needed to solicit more proxies.

The Option Repricing would reset the exercise price of eligible options to the fair market value on the Repricing Date. As of October 17, 2025, options to purchase 289,405 shares with a $282.80 exercise price are eligible, about 19% of the 1,511,113 total options outstanding. The company notes its shares closed at $12.78 on that date. Terms such as number of shares per option, vesting, and expiration remain unchanged.

The meeting will be held via webcast on December 11, 2025 at 9:00 a.m. PT. The record date is November 3, 2025, with 7,585,446 common shares and 29,057,097 Series A preferred outstanding (the preferred entitled to an aggregate of 848,106 votes). Approval of the Option Repricing requires a majority of votes cast; the Adjournment Proposal requires a majority of voting power present.

Scilex Holding Company entered a worldwide, exclusive license with Datavault AI covering patents and know‑how for biotech data platforms, including tokenization and exchange of genomic, diagnostic, and therapeutic data. A prospectus supplement updates prior S‑1 prospectuses and attaches the related Form 8‑K.

Financial terms include a non‑refundable $10,000,000 license fee payable in four $2,500,000 installments beginning on December 31, 2025, potential sales milestone payments of up to $2,550,000,000, and a 5% royalty on net sales. The agreement can be terminated if Scilex does not achieve and maintain $1,000,000 in annual royalty payments after 24 months, for uncured payment defaults, material breach, or insolvency. The license runs through the life of the underlying patents, after which it becomes perpetual, irrevocable, non‑exclusive, and royalty‑free.

Scilex’s common stock trades on Nasdaq as SCLX; public warrants trade as SCLXW.

Scilex Holding Company filed a prospectus supplement to update three existing S-1 prospectuses by incorporating its latest Form 8-K. The 8-K discloses a worldwide, exclusive license agreement with Datavault AI Inc. covering patents and know‑how for tokenization and monetization of biotech data and related assets across biotechnology, biopharmaceutical, genetic, diagnostic and data-related industries.

Under the agreement, Scilex will pay a non‑refundable license fee of $10,000,000 in four equal installments of $2,500,000 each on or before December 31, 2025, March 31, 2026, June 30, 2026, and September 30, 2026, plus sales milestone payments of up to an aggregate $2,550,000,000 and a 5% royalty on net sales. The license converts to perpetual, irrevocable, non‑exclusive and royalty‑free upon expiry of the underlying patents and may be terminated earlier for specified events, including failure to achieve and maintain $1,000,000 in annual royalty payments after 24 months.