{"schema_version":"secwatch.filing_event.v1","accession":"0001193125-26-033620","form_type":"8-K","ticker":"SCLX","cik":"0001820190","company_name":"Scilex Holding Co","filed_at":"2026-02-02T23:59:59+00:00","discovered_at":"2026-05-14T18:02:36.337866+00:00","generated_at":"2026-05-16T05:42:34.799053+00:00","sec_items":["1.01","9.01"],"event_type":"other_material","sentiment":"neutral","materiality_score":0.75,"calibrated_materiality_score":0.75,"confidence":"high","headline":"Scilex loans $20M to Q Scan, converts to shares; agrees $27.5M stock purchase","bullets":["Loaned $20M to Q Scan via convertible note; note converted same day into 140.4M Q Scan common shares.","Stock Purchase Agreement to buy 193M additional Q Scan shares for ~$27.5M; closing within 5 days of Q Scan notice.","Stephen Ma, Scilex CFO, has served as interim CFO of Q Scan since Jan 16, 2026; no compensation received.","Convertible note bears 3.66% annual interest starting April 29, 2026; original maturity Oct 29, 2026."],"urls":{"canonical":"https://secwatch.observer/filing/0001193125-26-033620","json":"https://secwatch.observer/filing/0001193125-26-033620.json","markdown":"https://secwatch.observer/filing/0001193125-26-033620.md","text":"https://secwatch.observer/filing/0001193125-26-033620.txt","edgar_index":"https://www.sec.gov/Archives/edgar/data/1820190/000119312526033620/0001193125-26-033620-index.htm","edgar_primary_document":"https://www.sec.gov/Archives/edgar/data/1820190/000119312526033620/sclx-20260129.htm"},"model":{"generated_by":"deepseek-v4-flash:cloud@v2","generated_at":"2026-05-16T05:42:34.799053+00:00"},"review":{"review_status":"machine_generated","human_reviewed":false,"corrected":false,"correction_note":null,"correction_timestamp":null,"superseded_by":null,"related_filings":[]},"source_grounded_claims":[{"claim_id":"0749b980a7f208dab60d25772ee64d17ad027a59","claim":"Scilex Holding Co entered into common stock purchase agreement with Quantum Scan Holdings, Inc. valued at approximately $27.5 million (effective 2026-01-29).","evidence_excerpt":"The Company and Q Scan entered into a common stock purchase agreement, dated January 29, 2026, with Q Scan (the “Stock Purchase Agreement”). Pursuant to the Stock Purchase Agreement, Q Scan agreed to sell to the Company, and the Company agreed to purchase from Q Scan, an aggregate of 193,021,436 shares of Common Stock (the “Stock Purchase”) for an aggregate purchase price of approximately $27.5 million.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820190/000119312526033620/0001193125-26-033620-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"equity purchase"},{"label":"Counterparty","value":"Quantum Scan Holdings, Inc."},{"label":"Value","value":"approximately $27.5 million"},{"label":"Effective","value":"2026-01-29"}]},{"claim_id":"2bc02cf283fb85df9e46406cf9e7008681f52be7","claim":"Scilex Holding Co entered into Convertible Promissory Note with Quantum Scan Holdings, Inc. valued at $20 million (effective 2026-01-29).","evidence_excerpt":"Scilex Holding Company (the “Company”) entered into a Convertible Promissory Note, dated January 29, 2026 (the “Note”), with Quantum Scan Holdings, Inc. (“Q Scan”). Pursuant to the Note, the Company loaned Q Scan an aggregate of $20 million.","evidence_source":"SEC 8-K Item 1.01/1.02","evidence_url":"https://www.sec.gov/Archives/edgar/data/1820190/000119312526033620/0001193125-26-033620-index.htm","confidence":0.9,"family_label":"Material Agreements","details":[{"label":"Action","value":"entry"},{"label":"Agreement","value":"notes offering"},{"label":"Counterparty","value":"Quantum Scan Holdings, Inc."},{"label":"Value","value":"$20 million"},{"label":"Effective","value":"2026-01-29"}]}],"license":"Source filings: public domain (SEC EDGAR). Summaries (headline + bullets): CC-BY-4.0; attribute https://secwatch.observer"}