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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.
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.