Welcome to our dedicated page for Scilex Holding Co SEC filings (Ticker: SCLX), a comprehensive resource for investors and traders seeking official regulatory documents including 10-K annual reports, 10-Q quarterly earnings, 8-K material events, and insider trading forms.
Scilex Holding Company filings document the regulatory record for an operating biopharmaceutical company with Nasdaq-listed common stock and warrants. Its disclosures cover material-event reports, material agreements, capital-structure matters, security-holder rights, clinical or regulatory updates, operating and financial results and risk-related information connected to its non-opioid pain management products and development activities.
Scilex proxy materials address annual meeting votes, director elections, auditor ratification and amendments to the company’s equity incentive plan. Other filings include Regulation FD and 8-K disclosures, preferred-stock and warrant-related security structure matters, legal-proceeding disclosures and reporting-status items such as notifications tied to annual-report timing and financial-statement preparation.
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.
Scilex Holding Company filed a prospectus supplement that updates three existing S-1 registration statements, which together cover multiple securities offerings, including up to 1,594,207 shares of common stock, up to 198,810 shares of common stock issuable upon exercise of warrants, up to 1,402,955 warrants, and several additional blocks of common stock offered for sale, including by a selling securityholder. The supplement incorporates a new Form 8-K into these prospectuses.
The attached Form 8-K reports that, on December 11, 2025, stockholders approved a one-time repricing of certain stock options under the 2022 Equity Incentive Plan. Options covering up to 289,405 shares of common stock, previously priced at $282.80 per share, were repriced to $16.80 per share, the closing trading price on the repricing date, for eligible employees, executive officers, and directors. All other terms of these options remain unchanged. Stockholders also approved, but did not need to use, an adjournment authority for the special meeting.
Scilex Holding Company has existing registration statements covering up to 1,594,207 shares of common stock, up to 198,810 shares of common stock issuable upon the exercise of warrants, up to 1,402,955 warrants, up to 3,593,288 additional shares of common stock, up to 3,250,000 shares of common stock offered by a selling securityholder, and up to 6,685,714 shares of common stock, and this prospectus supplement updates those offerings by incorporating a new current report.
The attached report describes a one-time repricing of stock options covering up to 289,405 shares under the 2022 Equity Incentive Plan, reducing the exercise price from $282.80 to $16.80 per share as of December 11, 2025, while keeping all other terms the same. The change applies to certain employees, executive officers, and directors, and was approved by stockholders at a special meeting where about 53% of combined common and Series A preferred voting power was represented and the repricing proposal received 3,341,659 votes in favor versus 1,130,308 against.
Scilex Holding Company filed a prospectus supplement updating three existing prospectuses that together cover multiple offerings, including up to 1,594,207 shares of common stock, additional common shares issuable upon warrant exercise, and related warrants. The supplement incorporates information from a new Current Report on Form 8-K.
The 8-K discloses that Scilex entered a Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd., under which the lender may provide up to $50 million in one or more tranches. The loan bears interest at the 12‑month Secured Overnight Financing Rate plus 2.0% per annum, includes a 0.25% fee on each tranche, and matures four years after the first tranche, with a possible extension of up to 12 months for an additional fee. Scilex pledges 39,202,800 Datavault AI Inc. shares as collateral; if specified price, volume, trading halt, delisting, or insolvency events occur and are not cured, the lender can foreclose on the pledged shares and the interest rate increases by 5.0% per annum.
Scilex Holding Company entered into a Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd. Under this agreement, the lender may provide the company with up to $50 million in loan proceeds in one or more tranches, at the lender’s sole discretion. The loan carries interest at the 12‑month Secured Overnight Financing Rate plus 2.0% per year, a fee of 0.25% of each tranche, and a maturity on the fourth anniversary of the first tranche, with an option to extend by up to 12 months.
To secure its obligations, Scilex agreed to pledge approximately 39.2 million shares of Datavault AI Inc. common stock into a securities account with the lender. The agreement includes default triggers tied to a more than 20% drop in the closing price or trading volume of the pledged shares, or a delisting of those shares. If uncured, the lender may increase the interest rate by an additional 5.0% per year and foreclose on or dispose of the pledged securities.
Scilex Holding Company has filed a prospectus supplement that incorporates a new Form 8‑K describing a warrant inducement financing with an institutional investor. The investor agreed to fully exercise 904,396 existing warrants after Scilex reduced their exercise price to $22.51 per share, providing aggregate cash proceeds of $20,357,953.96 to the company.
As additional consideration, Scilex is issuing a new unregistered November 2025 warrant to purchase 1,356,594 shares of common stock at an exercise price of $29.00 per share, expiring five years from issuance, along with 72,352 similar placement agent warrants. The new warrant includes a beneficial ownership cap of 4.99%, adjustable up to 9.99% with notice, and Black‑Scholes cash‑out protection in certain change‑of‑control events. Scilex has agreed to file a resale registration statement covering the new warrant and its underlying shares.
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.