{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-23-075731","form_type":"8-K","ticker":"SCLX","cik":"0001820190","company_name":"Scilex Holding Co","filed_at":"2023-03-21T23:59:59+00:00","discovered_at":"2026-05-14T18:03:46.774825+00:00","generated_at":"2026-06-17T22:26:03.712526+00:00","sec_items":["1.01","2.03","3.02","8.01","9.01"],"event_type":"debt","sentiment":"neutral","materiality_score":0.65,"calibrated_materiality_score":0.65,"confidence":"high","headline":"Scilex enters $25M convertible debenture financing with Yorkville for pain product launch","bullets":["Up to $25M in convertible debentures issued in three tranches: $10M funded, $7.5M upon SEC filing, $7.5M upon effectiveness.","7.00% annual interest, matures Dec. 21, 2023; conversion at $8.00/share subject to one-time VWAP reset after 60 days.","Proceeds to boost commercialization of ZTlido, Gloperba, and ELYXYB for non-opioid pain management.","Conversion capped at 4.99% beneficial ownership (waivable) and 19.9% of outstanding shares unless stockholder approval obtained.","Registration rights granted for resale of underlying common shares; first $10M tranche closed simultaneously."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-23-075731","json":"https://secwatch.observer/filing/0001193125-23-075731.json","markdown":"https://secwatch.observer/filing/0001193125-23-075731.md","text":"https://secwatch.observer/filing/0001193125-23-075731.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820190/000119312523075731/0001193125-23-075731-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820190/000119312523075731/d280460d8k.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-06-17T22:26:03.712526+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"83804bc83e0b6e39bc7dac8a409fe10462f847a1","claim":"Scilex Holding Co incurred convertible notes of up to $25,000,000 with YA II PN, Ltd. at annual rate of 7.00% maturing December 21, 2023.","evidence_excerpt":"On March 21, 2023 (the “Agreement Date”), Scilex Holding Company (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with YA II PN, Ltd. (“Yorkville”), in connection with the issuance and sale by the Company, from time to time, of convertible debentures in a principal amount of up to $25,000,000 (the “Convertible Debentures”).","evidence_source":"SEC 8-K Item 2.03/2.04","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820190/000119312523075731/0001193125-23-075731-index.htm","confidence":0.95,"family_label":"Debt Financings","details":[{"label":"Instrument","value":"convertible notes"},{"label":"Principal","value":"up to $25,000,000"},{"label":"Counterparty","value":"YA II PN, Ltd."},{"label":"Rate","value":"annual rate of 7.00%"},{"label":"Maturity","value":"December 21, 2023"},{"label":"Event","value":"incurrence"}],"fact_type":"debt_financing"},{"claim_id":"b5c53516ccd4c7ae86383e0b612a7ba8a34130a5","claim":"Scilex Holding Co entered into Purchase Agreement with YA II PN, Ltd. (\"Yorkville\") valued at up to $25,000,000 (effective 2023-03-21).","evidence_excerpt":"On March 21, 2023 (the \"Agreement Date\"), Scilex Holding Company (the \"Company\") entered into a securities purchase agreement (the \"Purchase Agreement\") with YA II PN, Ltd. (\"Yorkville\"), in connection with the issuance and sale by the Company, from time to time, of convertible debentures in a principal amount of up to $25,000,000 (the \"Convertible Debentures\").","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820190/000119312523075731/0001193125-23-075731-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"YA II PN, Ltd. (\"Yorkville\")"},{"label":"Value","value":"up to $25,000,000"},{"label":"Effective","value":"2023-03-21"}],"fact_type":"material_agreement"}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}