Scilex subsidiary enters $100M non-recourse loan secured by SCLX pledge

Scilex Holding Co

Up to $100M in tranches at lender's sole discretion; interest at 12-month SOFR.
Maturity 8 years from first tranche, extendable by up to 12 months; 0.25% upfront fee per tranche.
Loan secured by pledge of 70% of principal amount in SCLX common stock held by subsidiary.
Events of default include >20% stock price drop, trading volume decline, or delisting; uncured defaults increase interest by 5% and allow foreclosure.
No prepayment allowed within first 20 months except as per terms; proceeds not specified.

Key facts

Extracted from this filing and checked against the source text.

Debt Financings SEC 8-K Item 2.03/2.04 confidence 0.9

Scilex Holding Co incurred loan of up to $100 million with The St. James Bank & Trust Company Ltd. at the 12-month Secured Overnight Financing Rate maturing the eighth anniversary of the closing date of the first tranche of the Loan.

Instrument: loan
Principal: up to $100 million
Counterparty: The St. James Bank & Trust Company Ltd.
Rate: the 12-month Secured Overnight Financing Rate
Maturity: the eighth anniversary of the closing date of the first tranche of the Loan
Event: incurrence

Exact text from the filing

On December 16, 2025, SCLX Stock Acquisition JV LLC (“SCLX JV”), a wholly-owned subsidiary of Scilex Holding Company (the “Company”), entered into a Non-Recourse Loan and Securities Pledge Agreement (the “Loan Agreement”) with The St. James Bank & Trust Company Ltd., a corporation existing under the laws of the Bahamas (the “Lender”), pursuant to which the Lender agreed to loan SCLX JV an aggregate principal amount of up to $100 million in one or more tranches (the “Loan”).

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Source: SEC EDGAR

accession 0001193125-25-321928

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