Scilex subsidiary Semnur amends Denali merger deal to allow additional share issuances pre-closing

Scilex Holding Co

• Amendment modifies Exchange Ratio and Merger Consideration definitions to account for shares issued after signing date (PIPE/Advisor Shares).
• Exchange Ratio stays 1.25-to-1, but denominator now includes post-signing issuances, increasing total shares exchanged.
• Merger Consideration recalculated: $2.5B plus (post-signing shares * 1.25 * $10.00), divided by $10.00.
• Authorized capital updated to 785M shares (740M common, 45M preferred) immediately before closing.
• Deal allows potential PIPE financing and advisor share issuance before closing.