SEC Form 8-K filed by Scilex Holding Company
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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| Item 5.02 | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
Resignation of Directors
On September 22, 2025, in connection with the previously announced business combination (the “Business Combination”) among Denali Capital Acquisition Corp., a Cayman Islands exempted company (“Denali”), Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali and Semnur Pharmaceuticals, Inc., a majority owned subsidiary of Scilex Holding Company (the “Company”), Annu Navani and Jaisim Shah resigned as directors of the Company, effective immediately (the “Effective Time”). Neither Ms. Navani nor Mr. Shah resigned because of any disagreement with the Company on any matter relating to the Company’s operations, policies or practices.
On September 22, 2025, in connection with Mr. Shah’s resignation, Inform LLC, a company affiliated with Mr. Shah, and the Company entered into a consulting agreement (the “Consulting Agreement”). Pursuant to the Consulting Agreement, Inform LLC will provide certain consulting services to the Company for a period of five years from the date of the Consulting Agreement in exchange for a monthly fee of $50,000.
Decrease in Size of Board; Appointment of Director
In connection with the above resignations, the Board of Directors of the Company (the “Board”) has decreased the size of the Board from six directors to five directors as of immediately following the Effective Time.
Additionally, as of immediately following the Effective Time, the Board has appointed Stephen Ma, the Chief Financial Officer, Senior Vice President and Secretary of the Company, to fill the vacancy on the Board resulting from the resignations and decrease in the size of the Board.
There are no family relationships between Mr. Ma and any director or executive officer of the Company, and he was not selected by the Board to serve as a director pursuant to any arrangement or understanding with any person. Mr. Ma has not engaged in any transaction that would be reportable as a related party transaction under Item 404(a) of Regulation S-K.
The Company previously entered into an indemnification agreement with Mr. Ma in the same form as its standard form of indemnity agreement with its other directors.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 10.1^ | Consulting Agreement, dated September 22, 2025. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
| ^ | Certain identified information has been omitted pursuant to Item 601(b)(10) of Regulation S-K because such information is both (i) not material and (ii) information that the Registrant treats as private or confidential. The Registrant hereby undertakes to furnish supplemental copies of the unredacted exhibit upon request by the SEC. |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCILEX HOLDING COMPANY | ||
| By: | /s/ Henry Ji | |
| Name: | Henry Ji | |
| Title: | Chief Executive Officer & President | |
Date: September 26, 2025
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