---
schema_version: "secwatch.filing_event.v1"
accession: "0001193125-25-321928"
form_type: "8-K"
ticker: "SCLX"
cik: "0001820190"
company_name: "Scilex Holding Co"
filed_at: "2025-12-17T23:59:59+00:00"
generated_at: "2026-05-16T12:56:31.788988+00:00"
event_type: "debt"
sentiment: "neutral"
materiality_score: 0.65
calibrated_materiality_score: 0.65
confidence: "high"
source: SEC EDGAR
---

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

## Summary
- 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.

## SEC filing metadata
- accession: 0001193125-25-321928
- form_type: 8-K
- ticker: SCLX
- cik: 0001820190
- company_name: Scilex Holding Co
- filed_at: 2025-12-17T23:59:59+00:00
- event_type: debt
- sentiment: neutral
- materiality_score: 0.65
- calibrated_materiality_score: 0.65
- confidence: high
- sec_items: 1.01, 2.03, 9.01
- EDGAR index: https://www.sec.gov/Archives/edgar/data/1820190/000119312525321928/0001193125-25-321928-index.htm
- EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820190/000119312525321928/sclx-20251216.htm

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-25-321928
- JSON: https://secwatch.observer/filing/0001193125-25-321928.json
- Plain text: https://secwatch.observer/filing/0001193125-25-321928.txt

## Key facts
- Debt Financings
  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
  source text: 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”).
  evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312525321928/0001193125-25-321928-index.htm

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