---
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"
generated_at: "2026-05-16T05:42:34.799053+00:00"
event_type: "other_material"
sentiment: "neutral"
materiality_score: 0.75
calibrated_materiality_score: 0.75
confidence: "high"
source: SEC EDGAR
---

# Scilex loans $20M to Q Scan, converts to shares; agrees $27.5M stock purchase

## Summary
- 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.

## SEC filing metadata
- 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
- event_type: other_material
- sentiment: neutral
- materiality_score: 0.75
- calibrated_materiality_score: 0.75
- confidence: high
- sec_items: 1.01, 9.01
- 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

## Machine-readable alternates
- HTML: https://secwatch.observer/filing/0001193125-26-033620
- JSON: https://secwatch.observer/filing/0001193125-26-033620.json
- Plain text: https://secwatch.observer/filing/0001193125-26-033620.txt

## Key facts
- Material Agreements
  Scilex Holding Co entered into common stock purchase agreement with Quantum Scan Holdings, Inc. valued at approximately $27.5 million (effective 2026-01-29).
  - Action: entry
  - Agreement: equity purchase
  - Counterparty: Quantum Scan Holdings, Inc.
  - Value: approximately $27.5 million
  - Effective: 2026-01-29
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312526033620/0001193125-26-033620-index.htm
- Material Agreements
  Scilex Holding Co entered into Convertible Promissory Note with Quantum Scan Holdings, Inc. valued at $20 million (effective 2026-01-29).
  - Action: entry
  - Agreement: notes offering
  - Counterparty: Quantum Scan Holdings, Inc.
  - Value: $20 million
  - Effective: 2026-01-29
  source text: 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_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312526033620/0001193125-26-033620-index.htm

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