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    SEC Form 8-K filed by Scilex Holding Company

    3/3/25 1:55:42 PM ET
    $SCLX
    Biotechnology: Biological Products (No Diagnostic Substances)
    Health Care
    Get the next $SCLX alert in real time by email
    8-K
    Scilex Holding Co false 0001820190 0001820190 2025-02-28 2025-02-28 0001820190 sclxw:CommonStockParValue0.0001PerShare2Member 2025-02-28 2025-02-28 0001820190 sclxw:WarrantsToPurchaseOneShareOfCommonStockEachAtAnExercisePriceOf11.50PerShare1Member 2025-02-28 2025-02-28

     

     

    UNITED STATES

    SECURITIES AND EXCHANGE COMMISSION

    Washington, D.C. 20549

     

     

    FORM 8-K

     

     

    CURRENT REPORT

    PURSUANT TO SECTION 13 OR 15(d)

    OF THE SECURITIES EXCHANGE ACT OF 1934

    Date of Report (Date of earliest event reported): February 28, 2025

     

     

    SCILEX HOLDING COMPANY

    (Exact name of registrant as specified in its charter)

     

     

     

    Delaware   001-39852   92-1062542
    (State or other jurisdiction
    of incorporation)
      (Commission
    File Number)
      (IRS Employer
    Identification No.)

    960 San Antonio Road, Palo Alto, California, 94303

    (Address of principal executive offices, including zip code)

    Registrant’s telephone number, including area code: (650) 516-4310

    N/A

    (Former name or former address, if changed since last report)

     

     

    Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

     

    ☐

    Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

     

    ☐

    Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

     

    ☐

    Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

     

    ☐

    Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

    Securities registered pursuant to Section 12(b) of the Act

     

    Title of each class

     

    Trading
    Symbol(s)

     

    Name of each exchange on
    which registered

    Common stock, par value $0.0001 per share   SCLX   The Nasdaq Stock Market LLC
    Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share   SCLXW   The Nasdaq Stock Market LLC

    Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

    Emerging growth company ☒

    If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

     

     

     


    Item 1.02. Termination of a Material Definitive Agreement.

    As previously disclosed, on December 22, 2023, Scilex Holding Company (the “Company”) entered into a Sales Agreement (the “Sales Agreement”) with B. Riley Securities Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (the “Sales Agents”), pursuant to which the Company may offer and sell shares of its common stock from time to time through the Sales Agents, acting as the sales agents.

    On February 28, 2025, the Company voluntarily terminated the Sales Agreement, effective as of March 5, 2025. During the term of the Sales Agreement, the Company sold an aggregate of 2,764,187 shares of its common stock for aggregate gross proceeds to the Company of approximately $2,693,840. The Sales Agreement was terminable at will by the Company with no penalty.

     


    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
     Date: March 3, 2025     By:  

    /s/ Jaisim Shah

          Name: Jaisim Shah
          Title: Chief Executive Officer and President
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