Scilex Holding Co SEC Filings

Scilex Holding Company entered a material License Agreement with Datavault AI Inc. on November 3, 2025. Datavault granted Scilex a worldwide, exclusive, non-transferable license, with sublicense rights, to use specified patents and know‑how to research, develop, and commercialize Proprietary Materials across a defined Target Market spanning biotechnology, biopharmaceutical, genetic, diagnostic, and data‑related industries.

Scilex will pay a non‑refundable license fee of $10,000,000, in four equal installments of $2,500,000 each due on or before the last day of each fiscal quarter beginning December 31, 2025. Additional consideration includes payments subject to achievement of certain net sales for the Licensed Product of up to an aggregate of $2,550,000,000, plus a 5% royalty on net sales during the royalty term.

The agreement may terminate earlier upon insolvency, uncured material breach, failure to make required payments within 15 days, or if Scilex does not achieve and maintain annual royalty payments of at least $1,000,000 after 24 months. Upon patent expiry, the license becomes perpetual, irrevocable, non‑exclusive, and royalty‑free.

Scilex Holding Company filed a prospectus supplement to update prior S-1 prospectuses by attaching a new Form 8-K. The 8-K discloses termination of its July 22, 2025 equity line of credit with Tumim Stone Capital.

Under a Termination Agreement dated October 30, 2025, Scilex will pay $2.7 million in cash to Tumim in lieu of issuing 150,000 commitment shares. Payments are scheduled as $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and $1.7 million on or before December 15, 2025. The original agreements terminate once the cash is paid in full.

If Scilex does not pay the full amount by December 15, 2025, it must issue the 150,000 commitment shares within two business days and amend the related registration statement. The company states the termination reflects that it no longer needs to raise additional capital under the equity line at this time.

Scilex Holding Company terminated its July 22, 2025 equity line of credit with Tumim Stone Capital. Instead of issuing 150,000 commitment shares, Scilex agreed to pay $2.7 million in cash: $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and $1.7 million on or before December 15, 2025. The termination becomes effective after full payment.

If Scilex does not pay the full amount by December 15, 2025, it must issue the 150,000 commitment shares within two business days and file an amendment to the registration statement. The company stated it no longer needs to raise additional capital under the original agreements at this time.

This prospectus supplement updates prior prospectuses by attaching the related Form 8‑K.

Scilex Holding Company terminated its equity line of credit with Tumim Stone Capital and agreed to pay $2.7 million in cash instead of issuing 150,000 commitment shares.

The payment schedule is $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and $1,700,000 on or before December 15, 2025. If the total is not paid by December 15, 2025, Scilex must issue the 150,000 shares within two business days and file a related registration amendment. The company stated it no longer needs to raise additional capital under these agreements at this time.

This prospectus supplement updates three existing S‑1 prospectuses by attaching the Current Report on Form 8‑K that describes the termination.

Scilex Holding Company terminated its equity line of credit with Tumim Stone Capital. The parties signed a Termination Agreement on October 30, 2025 under which the agreements will end upon Scilex’s payment of $2.7 million to Tumim in lieu of issuing 150,000 commitment shares.

The cash payments are scheduled as $500,000 on or before October 31, 2025, $500,000 on or before November 14, 2025, and the remaining $1.7 million on or before December 15, 2025. The company stated the termination is because it no longer needs to raise additional capital under these agreements at this time.

Scilex Holding Company called a virtual special meeting for December 11, 2025 at 9:00 a.m. PT to seek stockholder approval to reprice certain stock options granted under the 2022 Equity Incentive Plan and to approve a potential adjournment to solicit additional proxies if needed.

The repricing would reset the exercise price of eligible options to the closing price on the approval date. As context, on October 17, 2025, the Common Stock closed at $12.78 per share, while certain options carry a $282.80 exercise price. The company reports 1,511,113 options outstanding across plans, of which approximately 289,405 under the 2022 Plan are eligible (about 19% of outstanding options). Directors and executive officers as a group hold about 271,839 of these eligible options.

Approval of the option repricing requires a majority of votes cast. The adjournment proposal requires a majority of voting power present. Abstentions have no effect on the option repricing outcome but count against the adjournment proposal. Brokers may not vote uninstructed shares on the option repricing but may do so on adjournment. Only holders as of November 3, 2025 may vote.

Scilex Holding Co (SCLX) director Wu Yue Alexander received a grant of 20,000 nonstatutory stock options on 10/08/2025 with an exercise price of $17.58. The options vest in equal monthly installments of 1/48th of the total each month, conditional on continued service, and have an expiration tied to 10/08/2035. The filing was submitted on 10/09/2025 by an attorney-in-fact. This transaction increases the reporting person’s direct potential to acquire 20,000 shares if the options are exercised, and establishes a multi-year incentive linked to continued board service.

Scilex Holding Co. reported a grant of an incentive stock option to Stephen Ma, who serves as CFO, COO and a director. The option, dated 10/08/2025, covers 60,000 shares of common stock with an exercise price of $17.58. Vesting occurs monthly at 1/48th of the option each month following the grant, subject to continued service.

The option cannot be exercised until the issuer's outstanding indebtedness under a Senior Secured Promissory Note to Oramed Pharmaceuticals and the Tranche B Senior Secured Convertible Notes to several holders has been repaid in full. The option shows an exercisable date of 10/08/2035 and the reporting person beneficially owns 60,000 shares subject to the option.

Director Chun Jay received a grant of a nonstatutory stock option to purchase 20,000 shares of common stock with an exercise price of $17.58. The option was granted on 10/08/2025, vests at 1/48th per month following the grant subject to continued service, and expires on 10/08/2035. The filing was reported on Form 4 by an attorney-in-fact on 10/09/2025. The option is held directly and the reported exercise price for the underlying shares is shown as $0 in the table for the resulting common stock record (the derivative itself lists $17.58 as the conversion/exercise price).