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Scilex Holding Company announced that its board of directors has revoked a previously declared stock dividend of 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock. This preferred stock had been authorized but no shares were ever issued.
In connection with the revocation, Scilex filed a Certificate of Elimination in Delaware, which became effective upon filing. This action eliminated the Series 1 designation and returned the 5,000,000 preferred shares to the company’s pool of undesignated preferred stock, effectively ending the special series that had been created for the contemplated dividend.
Scilex Holding Company entered into a financing and equity transaction with Quantum Scan Holdings, Inc. (Q Scan). Scilex loaned Q Scan $20 million under a convertible promissory note dated January 29, 2026, which fully converted that same day into 140,379,226 shares of Q Scan common stock.
Separately, Scilex agreed in a common stock purchase agreement to buy an additional 193,021,436 Q Scan shares for an aggregate price of approximately $27.5 million, with closing to occur within five business days after Q Scan delivers written notice. Scilex’s Chief Financial Officer, Stephen Ma, has served as Q Scan’s interim CFO since January 16, 2026 and, as of this report, has not received compensation from Q Scan in that role.
Scilex Holding Co, a more than 10% owner of Datavault AI Inc., reported multiple open‑market sales of Datavault AI common stock. On January 12, 2026, it sold 10,674,816 shares at $0.878 per share. On January 13, 2026, it sold another 175,139 shares at $0.9117 per share, followed by a sale of 5,115,586 shares at $0.7201 per share on January 14, 2026.
After these transactions, Scilex Holding Co reported owning 213,766,229 shares of Datavault AI common stock in direct form. The filing characterizes Scilex as a significant shareholder rather than a director or officer of Datavault AI.
Scilex Holding Co, a 10% owner of Datavault AI Inc. (DVLT), reported significant open-market sales of the company’s common stock. On January 6, 2026, Scilex sold 6,053,708 shares at $1.3681 per share, followed by the sale of 4,835,581 shares at $1.2013 per share on January 7, 2026. On January 8, 2026, it sold another 3,824,201 shares at $1.0683 per share, leaving Scilex with 229,731,770 Datavault AI common shares held directly after the last reported transaction.
Scilex Holding Company is updating three existing resale and offering prospectuses with new information from a recent current report. The update centers on a non-recourse loan facility of up to $100 million entered into by its wholly owned subsidiary, SCLX Stock Acquisition JV LLC, with The St. James Bank & Trust Company Ltd. The loan is secured by pledged shares of Scilex common stock held by the subsidiary, with the number of pledged shares tied to 70% of the loan’s principal value.
The loan bears interest at the 12‑month SOFR rate and matures on the eighth anniversary of the first tranche, with a possible extension of up to 12 months for a fee of at least 1.25% of the pledged shares’ market value. Each tranche carries a structuring fee of 0.25% of its principal. If Scilex’s share price or trading volume declines beyond specified thresholds, or if the stock is delisted, the lender can declare a default, increase the interest rate by 5% per year and foreclose on the pledged shares.
Scilex Holding Company filed a prospectus supplement that updates three existing resale and primary offering prospectuses by adding information from a new current report. The attached report describes a non-recourse loan facility of up to $100 million that subsidiary SCLX Stock Acquisition JV LLC entered into with The St. James Bank & Trust Company Ltd.
Under the agreement, the lender may fund the loan in multiple tranches at its sole discretion. Each tranche bears interest at the 12‑month Secured Overnight Financing Rate, plus a 0.25% up-front fee on its principal. The loan matures eight years after the first tranche closing and may be extended by up to 12 months at the borrower’s request and lender’s discretion.
To secure the loan, SCLX JV pledges shares of Scilex common stock equal to 70% of the aggregate principal amount, held in a securities account with the lender. The agreement includes share-price, trading-volume and listing‑status triggers that can constitute events of default and allow the lender to foreclose on the pledged shares. The supplement also notes Scilex’s 1‑for‑35 reverse stock split and current Nasdaq listings for its common stock and warrants.
Scilex Holding Company has filed a prospectus supplement that updates several existing resale and primary offering prospectuses by adding the details of a new financing arrangement. A wholly owned subsidiary, SCLX Stock Acquisition JV LLC, has entered into a non-recourse loan and securities pledge agreement with The St. James Bank & Trust Company Ltd., under which the lender may provide up to $100 million in loan advances in multiple tranches at the lender’s discretion. The loan bears interest at the 12‑month Secured Overnight Financing Rate and currently has an eight‑year maturity, with a potential extension of up to 12 months.
As security, the subsidiary will pledge shares of Scilex common stock it holds, in an amount equal to 70% of the aggregate principal amount of the loan, calculated under the agreement. The arrangement includes margin‑style default triggers tied to Scilex’s share price, trading volume, and listing status; an uncured default allows the lender to foreclose on the pledged shares and increases the loan’s interest rate by 5 percentage points. The loan is contractually non‑recourse, limiting the lender’s claim to the pledged securities rather than other subsidiary assets.
Scilex Holding Company, through its wholly owned subsidiary SCLX Stock Acquisition JV LLC, entered into a non-recourse loan agreement for up to $100 million, secured by its common stock. The lender, The St. James Bank & Trust Company Ltd., may fund the loan in multiple tranches at its sole discretion. The loan bears interest at the 12‑month Secured Overnight Financing Rate, and SCLX JV must also pay a 0.25% fee on the principal amount of each tranche.
The loan matures on the eighth anniversary of the closing date of the first tranche and may be extended by up to 12 months at SCLX JV’s request. As collateral, SCLX JV pledges shares of Scilex common stock equal to 70% of the aggregate principal amount of the loan, held in a securities account with the lender. Default triggers include a drop of more than 20% in the closing price of the pledged shares that is not cured within three days with additional collateral or cash, a more than 20% decline in three-day average trading volume versus the prior 30‑day average, or delisting of the shares. Upon an uncured default, the interest rate increases by 5.0% per year and the lender may foreclose on or dispose of the pledged shares.
Scilex Holding Company has filed a preliminary S-1 shelf registration to register up to 500,000 shares of common stock issuable upon exercise of Exchange Warrants and up to 1,703,946 shares of common stock for resale by selling stockholders.
The warrant-related shares come from prior financing, exchange and inducement agreements involving October 2024 Noteholder Warrants, December 2024 RDO Common Warrants and 2025 warrant issuances, and Scilex will receive cash only if the Exchange Warrants, September 2025 Warrants or November 2025 Warrants are exercised.
Scilex, listed on the Nasdaq Capital Market under the symbol SCLX, focuses on non-opioid pain management with three commercial products, ZTlido, ELYXYB and GLOPERBA, plus three late-stage product candidates for sciatica, acute low back pain and fibromyalgia. The company effected a 1-for-35 reverse stock split in April 2025 and highlights substantial risks related to its business and this offering in the Risk Factors section.
Scilex Holding Company amended its non-recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd., increasing the total principal available from $50 million to $100 million.
To support the larger facility, the company increased the pledged collateral in Datavault AI Inc. from approximately 39.2 million to 85.8 million shares of Datavault common stock. All other terms of the original loan agreement remain in effect, so this change primarily expands the amount Scilex can borrow against its Datavault stake.