Scilex Holding Co (SCLX): M&A transaction — Scilex sells 12.5M Semnur shares for $200M Bitcoin; closes Sept 23, 2025

Scilex Holding Co

Scilex sold 12,500,000 Semnur common shares at $16.00/share to Biconomy for $200M in Bitcoin.
Bitcoin payment valued at Coinbase spot rate; closing occurred on September 23, 2025.
Semnur must file a resale registration statement within 90 days of closing.
Scilex engaged Biconomy for cryptocurrency treasury management; proceeds to fund Bitcoin purchases.
Company filed supplemental risk factors on Bitcoin volatility, regulatory and accounting risks.

item 1.01 item 2.01 item 3.02 item 7.01 item 8.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

Equity Issuances SEC 8-K Item 3.02/3.03 confidence 0.9

Scilex Holding Co issued 12,500,000 shares of common stock to Biconomy for $16.00 per share, payable in Bitcoin.

Security: common stock
Shares: 12,500,000 shares
Purchaser: Biconomy
Consideration: $16.00 per share, payable in Bitcoin

Exact text from the filing

Common Stock held by the Company and (ii) 11,945,151 shares of Semnur Common Stock held by Scilex, Inc. The Biconomy Resale SPA Shares are being sold for a purchase price of $16.00 per share (the “Purchase Price”), payable in Bitcoin blockchain (“Bitcoin”), with such amount of Bitcoin equal to the quotient of (A) Biconomy’s aggregate Purchase Price divided

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M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Scilex Holding Co completed a disposition involving Biconomy PTE.LTD for $16.00 per share (closed 2025-09-25).

Action: disposition
Counterparty: Biconomy PTE.LTD
Consideration: $16.00 per share
Closing: 2025-09-25

Exact text from the filing

Common Stock held by the Company and (ii) 11,945,151 shares of Semnur Common Stock held by Scilex, Inc. The Biconomy Resale SPA Shares are being sold for a purchase price of $16.00 per share (the “Purchase Price”), payable in Bitcoin blockchain (“Bitcoin”), with such amount of Bitcoin equal to the quotient of (A) Biconomy’s aggregate Purchase Price divided

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Scilex Holding Co filing history →

Source: SEC EDGAR

accession 0001193125-25-220446

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