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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).
Insider option grant and vesting conditions. The CEO and President, Ji Henry, received an incentive stock option to buy 120,000 shares of Scilex Holding Co common stock at $17.58 per share on 10/08/2025. The option vests monthly at a rate of 1/48th of the shares following the grant, subject to continued service, and expires on 10/08/2035. The option cannot be exercised until the company’s outstanding indebtedness under a Senior Secured Promissory Note and certain Tranche B Senior Secured Convertible Notes has been repaid in full. The filing was signed by an attorney‑in‑fact on 10/09/2025.
Reporting person: Followwill Dorman, a director of Scilex Holding Co (SCLX), received a nonstatutory stock option grant. The option gives the right to buy 20,000 shares of common stock at an exercise price of $17.58 per share. The grant date and transaction date are 10/08/2025 and the option expires on 10/08/2035.
The option vests monthly at a rate of 1/48 of the total shares subject to the option, conditioned on the reporting persons continued service. After the grant, the reporting person directly beneficially owns 20,000 shares subject to the option. The form was signed by an attorney-in-fact on 10/09/2025.
Scilex Holding Company reported a leadership change, appointing Stephen Ma as Chief Operating Officer, effective October 1, 2025. Ma, age 53, has been the Company’s Chief Financial Officer and Senior Vice President since September 2023 and Corporate Secretary since March 2024, and he joined the board of directors in September 2025.
His background includes more than 15 years of finance and operational experience at multiple pharmaceutical and biotechnology companies, including prior roles at Semnur Pharmaceuticals, Anwita Biosciences, Semnur Inc., Globavir, Ardelyx, PDL BioPharma and Hyperion Therapeutics. Scilex states there are no family relationships or related-party transactions requiring disclosure, no special arrangements for his selection, and his compensation remains unchanged in connection with his appointment as Chief Operating Officer.
Scilex Holding Company entered into a Securities Purchase Agreement with Datavault AI Inc. under which Datavault will issue 15.0 million shares of its common stock and a pre-funded warrant to buy 263,914,094 additional shares for an aggregate purchase price of $150 million.
On September 26, 2025, Datavault issued the initial 15.0 million shares to Scilex at a per share price of $0.5378, paid in Bitcoin based on the Coinbase.com spot rate the prior trading day. After Datavault obtains required stockholder approval, including an increase in authorized common stock up to 1.5 billion shares, it will issue Scilex a pre-funded warrant for 263,914,094 shares with an exercise price of $0.0001 per share in exchange for approximately $141.9 million.
The warrant will be immediately exercisable upon issuance, carry anti-dilution adjustments for stock splits and dividends, and entitle Scilex to participate in rights offerings and dividends as if the warrant were exercised. The Datavault securities are being offered under Datavault’s effective shelf registration statement on Form S-3.
Scilex Holding Company and Scilex, Inc. filed a Schedule 13D reporting combined beneficial ownership of 188,554,849 shares of Semnur Pharmaceuticals, Inc. common stock, representing 79.89% of the outstanding common shares (based on 236,021,088 shares outstanding as of September 25, 2025). Including 5,423,606 shares of Series A Preferred Stock held by SHC (voting on an as-converted basis), the reporting persons control 80.34% of the issuer's total voting power.
The filing explains the ownership arose from a business combination completed September 22, 2025, related debt-equity exchanges (SHC contributed $54,236,058 of outstanding indebtedness in exchange for 5,423,606 preferred shares and received 542,361 common shares), conversion of a $124,883.82 convertible note into 12,488 common shares, and other transactions. The filing also discloses a resale of 12,500,000 shares to Biconomy at $16.00 per share payable in Bitcoin and contract rights giving SHC director designation rights and veto-like protections over certain corporate actions.
Scilex Holding Company entered into a Securities Purchase Agreement with Biconomy PTE.LTD to sell 12,500,000 shares of Semnur Pharmaceuticals common stock, a majority-owned subsidiary, at $16.00 per share, with the purchase price payable in Bitcoin based on a Coinbase spot rate. The shares consist of 554,849 Semnur shares held by Scilex Holding Company and 11,945,151 shares held by Scilex, Inc., and the transaction closed on September 25, 2025. Under the agreement, Semnur must file a registration statement within 90 days to register Biconomy’s resale of these shares. The company also furnished a press release about the deal and filed supplemental risk factor disclosures to update prior public filings.