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Scilex Holding Company (Nasdaq: SCLX) filed Prospectus Supplement No. 2 under Rule 424(b)(3) to register up to 6,843,288 additional common shares, more than 98% of the 6,951,622 shares outstanding as of May 15 2025.
The shelf registration covers (i) 3,593,288 shares issuable from previously issued 2024 warrants and Tranche B convertible notes with exercise/conversion prices ranging from $22.72 to $74.38 and (ii) 3,250,000 resale shares tied to a $1.20 exercise-price “Deposit Warrant” held by FSF under a June 11 2024 commitment letter. All share figures give effect to the 1-for-35 reverse split completed on April 15 2025. Common stock last traded at $4.98 on June 23 2025.
The supplement also attaches a Form 8-K summarizing the June 20 2025 annual meeting. A quorum of 67.3% of common shares and 100% of Series A preferred shares (representing 922,447 voting equivalents) was achieved. Stockholders:
- Elected Class III directors Jaisim Shah (3,537,589 for / 323,203 withheld) and Henry Ji, Ph.D. (3,433,624 for / 427,168 withheld).
- Ratified BPM LLP as independent auditor for fiscal 2025 (5,354,958 for / 166,743 against / 78,928 abstain).
No other proposals or financial results were disclosed. The filing warns investors to review existing “Risk Factors” and states that the historical financial statements in the original prospectus do not yet reflect the reverse stock split.
Key takeaways for investors:
- The 6.8 million newly registered shares—relative to the current 7.0 million float—represent material dilution if exercised or converted.
- Most warrant strike prices are far above market, limiting near-term exercise likelihood, but the Deposit Warrant’s $1.20 strike is deeply in-the-money and could be exercised quickly.
- Corporate governance items passed without contest, providing continuity in leadership and audit oversight.
Scilex Holding Company has filed Prospectus Supplement No. 2 to update its May 13, 2025 S-1 prospectus with the Form 8-K dated June 23, 2025.
Key points for investors
- Resale registration: Up to 6,685,714 common shares may be resold by Oramed Pharmaceuticals. The block consists of 6,500,000 shares issuable from $0.01 “Penny Warrants” and 185,714 shares already issued. This represents roughly 96% of the 6,951,622 shares currently outstanding, indicating a sizeable potential increase in the public float.
- Origin of warrants: The Penny Warrants and an associated $101.9 million senior secured note were issued on Sept 21, 2023 under the Scilex-Oramed Securities Purchase Agreement.
- Capital structure changes: A 1-for-35 reverse stock split became effective on Apr 15, 2025. Share data in the prospectus reflect the split, although historical financial statements do not.
- Market data: SCLX last traded at $4.98 on June 23, 2025 on the Nasdaq Capital Market.
- 2025 Annual Meeting results (June 20): • Quorum—100% of Series A Preferred and 67.3% of Common represented. • Directors Jaisim Shah (For 3,537,589) and Henry Ji (For 3,433,624) re-elected through 2028. • BPM LLP ratified as independent auditor (For 5,354,958; Against 166,743).
- Governance note: The single Series A shareholder commanded 922,447 votes on an as-converted basis, voting together with common holders.
No revenue, earnings, or cash-flow figures were provided in this filing. The primary takeaway is the potential dilution and share-overhang risk from the low-priced warrants now registered for resale.
Scilex Holding Company filed Prospectus Supplement No. 2 (Rule 424(b)(3)) on 24 June 2025 to incorporate its Form 8-K dated 23 June 2025. The supplement registers (a) up to 1,594,207 shares of common stock for resale by existing security-holders, (b) up to 198,810 shares issuable from the exercise of 1,402,955 SPAC warrants, and (c) the resale of those 1,402,955 private placement warrants themselves. Each SPAC warrant, adjusted for the 15 April 2025 1-for-35 reverse stock split, now entitles the holder to purchase 1⁄35 of a share at an exercise price of $402.50 per whole share. The company receives no proceeds from share resales but would receive cash upon warrant exercises. On 23 June 2025 the stock closed at $4.98 (ticker SCLX) and the public warrant at $0.0855 (ticker SCLXW).
The accompanying Form 8-K reports results of the 20 June 2025 Annual Meeting. Quorum was achieved with 100 % of Series A Preferred Stock (29,057,097 shares) and 67.3 % of Common Stock (4,678,182 of 6,951,622 shares) present or represented. Holders voted on an as-converted basis, providing 922,447 aggregate votes from the preferred shares. Directors Jaisim Shah (3,537,589 for / 323,203 withheld) and Henry Ji, Ph.D. (3,433,624 for / 427,168 withheld) were re-elected as Class III directors through 2028. BPM LLP was ratified as independent auditor for fiscal 2025 (5,354,958 for / 166,743 against / 78,928 abstain).
The prospectus supplement must be read together with the May 13 2025 base prospectus and includes customary risk-factor references. No other financial statements or earnings data were provided.
Scilex Holding Company (Nasdaq: SCLX) filed a Form 8-K reporting the results of its reconvened 2025 Annual Meeting of Stockholders held on June 20, 2025. Aggregate voting power represented at the virtual meeting consisted of 29,057,097 Series A preferred shares (100%) and 4,678,182 common shares (67.3%) outstanding as of the May 15, 2025 record date. Because the Series A preferred stock votes on an as-converted basis, the class accounted for 922,447 votes in the combined tally.
The agenda contained two routine governance items:
- Proposal 1 – Election of two Class III directors to serve until the 2028 Annual Meeting. • Jaisim Shah received 3,537,589 “For” votes versus 323,203 “Withhold.” • Henry Ji, Ph.D. received 3,433,624 “For” votes versus 427,168 “Withhold.” • Both nominees were elected; 1,739,837 broker non-votes were recorded.
- Proposal 2 – Ratification of BPM LLP as independent registered public accounting firm for FY 2025. • For: 5,354,958 • Against: 166,743 • Abstain: 78,928. The motion passed with 95.0% support.
No other matters were brought to a vote and no financial results, guidance, or transactional details were disclosed. Item 9.01 lists only Exhibit 104 (iXBRL cover page data).
Investor takeaways: The filing confirms continuity in board composition and external audit oversight, both critical for corporate governance but generally viewed as routine and non-material to the near-term valuation outlook. There are no revisions to strategic plans, capital structure, or operating forecasts.
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