Scilex enters $500M standby equity purchase agreement with Yorkville

Scilex Holding Co

Up to $500M of common stock may be sold to Yorkville over 36 months at 98% of lowest daily VWAP over 2-day pricing period.
Commitment fee of 250,000 shares and $10,000 paid to Yorkville; shares issued under Section 4(a)(2) exemption.
Advances limited by 4.99% ownership cap and 19.9% exchange cap (waived if stock price >= $8.77 or shareholder approval).
No obligation to draw; no minimum advances or non-usage fees.

Key facts

Extracted from this filing and checked against the source text.

Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Scilex Holding Co entered into Standby Equity Purchase Agreement with YA II PN, LTD. valued at up to $500,000,000 (effective 2022-11-17).

Action: entry
Agreement: equity purchase
Counterparty: YA II PN, LTD.
Value: up to $500,000,000
Effective: 2022-11-17

Exact text from the filing

On November 17, 2022, Scilex Holding Company (the “Company”) entered into a Standby Equity Purchase Agreement (the “Purchase Agreement”) with YA II PN, LTD., a Cayman Islands exempt limited partnership (“Yorkville”). Pursuant to the Purchase Agreement, the Company has the right, but not the obligation, to sell to Yorkville up to $500,000,000 of its shares of common stock, par value $0.0001 per share (the “Common Stock”), from time to time at the Company’s sole and absolute discretion

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Source: SEC EDGAR

accession 0001193125-22-287974

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