---
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"
generated_at: "2026-06-17T22:26:03.712526+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

# Scilex enters $25M convertible debenture financing with Yorkville for pain product launch

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 3.02, 8.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-23-075731
- JSON: https://secwatch.observer/filing/0001193125-23-075731.json
- Plain text: https://secwatch.observer/filing/0001193125-23-075731.txt

## Key facts
- Debt Financings
  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.
  - Instrument: convertible notes
  - Principal: up to $25,000,000
  - Counterparty: YA II PN, Ltd.
  - Rate: annual rate of 7.00%
  - Maturity: December 21, 2023
  - Event: incurrence
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312523075731/0001193125-23-075731-index.htm
- Material Agreements
  Scilex Holding Co entered into Purchase Agreement with YA II PN, Ltd. ("Yorkville") valued at up to $25,000,000 (effective 2023-03-21).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: YA II PN, Ltd. ("Yorkville")
  - Value: up to $25,000,000
  - Effective: 2023-03-21
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312523075731/0001193125-23-075731-index.htm

This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.