Scilex Holding Co — fact timeline

Scilex Holding Co entered into ACEA-PHOE SAA with Phoenix Asia Holdings Limited valued at $1,000,000,000.00 (effective 2026-05-04).

“On May 4, 2026, ACEA Therapeutics, Inc. (“ACEA Thera”), an indirect minority owned subsidiary of Scilex Holding Company (the “Company”), entered into a Stock Acquisition Agreement (the “ACEA-PHOE SAA”) with Phoenix Asia Holdings Limited, a company organized under the laws of the Cayman Islands (“Phoenix Asia”), and ACEA Pharma, Inc., a wholly owned subsidiary of ACEA Thera and an exempted company incorporated with limited liability in the Cayman Islands (“ACEA Pharma”), pursuant to which ACEA Thera agreed to transfer and sell, and Phoenix Asia agreed to purchase, 100% of the issued and outstanding shares of common stock of ACEA Pharma in exchange for the delivery to ACEA Thera of 100,000,000 newly-issued ordinary shares at $10.00 per share, par value $0.00001 per share, of Phoenix Asia (the “Stock Acquisition”), the value of which was as agreed by the parties to be $1,000,000,000.00.”

Scilex Holding Co entered into Term Sheet with Datavault AI Inc. valued at $120,000,000 (effective 2026-04-26).

“On April 26, 2026, Scilex Holding Company (the “Company”) and Datavault AI Inc. (“Datavault”) and entered into a binding term sheet (the “Term Sheet”), which sets forth the principal terms and conditions of a proposed cash contribution and revenue participation arrangement between the Company and Datavault (the “Proposed Transaction”).”

Scilex Holding Co issued 100,000 shares of the Company’s common stock of warrant to Oramed Pharmaceuticals Inc..

“the issuance of the February 2026 Warrant was made, and the issuance of the shares of Common Stock underlying the February 2026 Warrants will be made, in reliance on the exemption from registration pursuant to Section 4(a)(2) of the Securities Act and Regulation D promulgated thereunder”

Scilex Holding Co entered into Warrant Agreement with Oramed Pharmaceuticals Inc. (effective 2026-02-19).

“On February 19, 2026, Scilex Holding Company (the “ Company ”) entered into a Warrant Agreement (the “ Warrant Agreement ”) with Oramed Pharmaceuticals Inc. (“ Oramed ”).”

Scilex Holding Co: Filed Certificate of Elimination to eliminate Series 1 Mandatory Exchangeable Preferred Stock designation, causing such shares to become undesignated preferred stock (effective 2026-02-03).

“On February 3, 2026, in connection with the Dividend Revocation, the Company filed a Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Elimination, which became effective immediately upon filing, eliminated the previously designated 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock and caused such shares to resume their status as undesignated shares of preferred stock of the Company.”

Scilex Holding Co entered into common stock purchase agreement with Quantum Scan Holdings, Inc. valued at approximately $27.5 million (effective 2026-01-29).

“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.”

Scilex Holding Co entered into Convertible Promissory Note with Quantum Scan Holdings, Inc. valued at $20 million (effective 2026-01-29).

“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.”

Scilex Holding Co entered into Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd. valued at up to $100 million (effective 2025-12-16).

“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”).”

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.

“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”).”

Scilex Holding Co amended Loan Amendment with The St. James Bank & Trust Company Ltd. valued at $100 million (effective 2025-12-08).

“On December 8, 2025 the Company and the Lender entered into an amendment to the Loan Agreement (the “Loan Amendment”) pursuant to which the total aggregate principal amount available under the Loan Agreement was increased to $100 million.”

Scilex Holding Co entered into Non-Recourse Loan and Securities Pledge Agreement with The St. James Bank & Trust Company Ltd. valued at $50 million (effective 2025-12-01).

“On December 1, 2025, 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 the Company an aggregate principal amount of up to $50 million in one or more tranches (the “Loan”).”

Scilex Holding Co incurred loan of up to $50 million with The St. James Bank & Trust Company Ltd. at 12-month Secured Overnight Financing Rate plus 2.0% per annum maturing fourth anniversary of the closing date of the first tranche of the Loan.

“pursuant to which the Lender agreed to loan the Company an aggregate principal amount of up to $50 million in one or more tranches”

Scilex Holding Co completed an acquisition involving Datavault AI Inc. for $150 million in Bitcoin (closed 2025-11-25).

“(the “Pre-Funded Warrant”) to purchase 263,914,094 shares of Datavault Common Stock in a subsequent closing (the “Subsequent Closing”), for an aggregate purchase price of $150 million in Bitcoin (“BTC”) (based on the spot exchange rate for BTC as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the date of the”

Scilex Holding Co entered into Warrant Inducement Agreement with a certain institutional investor (effective 2025-11-23).

“On November 23, 2025, Scilex Holding Company, (the “Company”) entered into a warrant inducement agreement (the “Warrant Inducement Agreement”) with a certain institutional investor (the “Investor”)”

Scilex Holding Co issued up to an aggregate of 72,352 shares of Common Stock of warrant to the placement agents or their designees for cash fee equal to 8.0% of the aggregate gross proceeds from the Exercise and to reimburse certain expenses.

“Company and StockBlock, dated as of March 22, 2024 (as amended and supplemented from time to time, the “Engagement Agreement”), the Company has agreed to pay a cash fee equal to 8.0% of the aggregate gross proceeds from the Exercise and to reimburse certain expenses. The Company has also agreed to issue the placement agents or their designees, warrants to”

Scilex Holding Co issued up to an aggregate of 1,356,594 shares of Common Stock of warrant to a certain institutional investor for reduction of the exercise price of the Existing Warrants to $22.51 per share.

“the Company agreed to (i) reduce the exercise price of the Existing Warrants to $22.51 per share and (ii) issue to the Investor a new unregistered warrant (the “November 2025 Warrant”) to purchase up to an aggregate of 1,356,594 shares of Common Stock with an exercise price of $29.00 per share (the “Exercise Price”) in a private placement pursuant to Section 4(a)(2) of the Securities Act of 1933 (the “Securities Act”).”

Scilex Holding Co issued 179,236 shares of Common Stock of common stock to Existing Warrant Holders for exercise of Existing December 2024 Warrants with aggregate gross proceeds of approximately $2.7 million, net of Deferral Fee.

“Pursuant to the Warrant Exercise Agreements, the Existing Warrant Holders will exercise in full the Existing December 2024 Warrants for an aggregate of 179,236 shares of Common Stock”

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

“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”

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

“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”

Scilex Holding Co: Effected a 1-for-35 reverse stock split via Certificate of Amendment to the Restated Certificate of Incorporation (effective 2025-04-15).

“On April 14, 2025, Scilex Holding Company (the “Company”) filed a Certificate of Amendment to its Restated Certificate of Incorporation (the “Certificate of Amendment”), with the Secretary of State of the State of Delaware to effect a 1-for-35 reverse stock split (the “Reverse Stock Split”) of the shares of Company’s common stock, $0.0001 par value per share (“Common Stock”).”

Scilex Holding Co engaged BPM LLP as its auditor.

“On December 5, 2024, the Audit Committee of the Board of Directors of Scilex Holding Company (the “ Company ”) approved the appointment of BPM LLP (“ BPM ”) as the Company’s independent registered public accounting firm, effective immediately, for the quarter ended September 30, 2024 and the fiscal year ending December 31, 2024.”

David Lemus resigned as Director at Scilex Holding Co.

“On November 27, 2024, David Lemus notified the Board of Directors (the “ Board ”) of Scilex Holding Company (the “ Company ”) that he was resigning from the Board, all committees of the Board and any director or officer position held with any subsidiary of the Company, effective as of November 27, 2024, for personal and professional reasons.”

Scilex Holding Co dismissed Ernst & Young LLP as its auditor.

“the Audit Committee (as such committee was constituted at the time the investigation commenced) voted to dismiss EY, effective immediately”

Scilex Holding Co dismissed Ernst & Young LLP as its auditor.

“On November 19, 2024, because of EY's inability to provide such assurance regarding the completion of its review of the Q3 Financials, the Audit Committee determined to dismiss EY, effective immediately.”

Scilex Holding Co: Filed Certificate of Designation creating Series 1 Mandatory Exchangeable Preferred Stock (effective 2024-10-28).

“On October 28, 2024, in connection with the dividend described below, the board of directors (the “Board”) of Scilex Holding Company (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 5,000,000 shares of the Company’s authorized but unissued preferred stock, par value $0.0001 per share, as Series 1 Mandatory Exchangeable Preferred Stock.”

Annu Navani, M.D. was appointed as Class II director at Scilex Holding Co.

“On July 21, 2024, Scilex Holding Company (the “ Company ”) appointed Annu Navani, M.D. as a Class II director of the Company and as a member of the Commercialization and Transaction Committee of the Board of Directors of the Company (the “ Board ”).”

Scilex Holding Co entered into Purchase Agreement with the investor named therein valued at $15,000,000 (effective 2024-04-23).

“On April 23, 2024, Scilex Holding Company (the “Company”) entered into a securities purchase agreement (the “Purchase Agreement”) with the investor named therein, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “Offering”): (i) an aggregate of 15,000,000 shares of its common stock (the “Shares”), and (ii) common warrants to purchase up to 15,000,000 shares of its common stock”

Scilex Holding Co reported quarter ended March 31, 2024 results: revenue ZTlido gross sales for the first quarter of 2024 were in the range of $34.0 million to $38.0 million.

“Scilex Holding Company (the “Company”) is providing certain preliminary unaudited financial results for the quarter ended March 31, 2024 based on currently available information.”

Scilex Holding Co shareholders approved Ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2024 at the 2024-04-05 meeting.

“Proposal No. 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024. For Against Abstentions 122,076,431 2,174,808 947,534”

Scilex Holding Co shareholders approved Election of Class II directors to serve until the Company’s 2027 Annual Meeting of Stockholders at the 2024-04-05 meeting.

“Proposal No. 1: To elect the following nominees as Class II directors to serve until the Company’s 2027 Annual Meeting of Stockholders. Nominee For Withhold Broker Non-Votes Jay Chun, M.D., Ph.D. 113,207,991 3,864,204 8,126,578 Yue Alexander Wu, Ph.D. 111,155,502 5,916,693 8,126,578”

Scilex Holding Co terminated Amended and Restated Standby Equity Purchase Agreement with YA II PN, LTD. valued at $500,000,000 (effective 2024-03-25).

“On March 25, 2024, Scilex Holding Company (the “Company”) and YA II PN, LTD. (“Yorkville”) mutually agreed to terminate the Amended and Restated Standby Equity Purchase Agreement, dated as of February 8, 2023, between the Company and Yorkville (as amended or otherwise modified from time to time in accordance with its terms, the “SEPA”).”

Scilex Holding Co reported preliminary financial results for the quarter and the year ended December 31, 2023.

“The Company disclosed in the Prospectus Supplement that as of December 31, 2023, it had approximately $3,921,000 in cash and cash equivalents. Because the Company's financial statements for the quarter and the year ended December 31, 2023 have not yet been finalized or audited, these preliminary statements regarding the Company's cash and cash equivalents are subject to change”

Scilex Holding Co entered into Underwriting Agreement with Rodman & Renshaw LLC and StockBlock Securities LLC (effective 2024-02-29).

“On February 29, 2024, Scilex Holding Company (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Rodman & Renshaw LLC and StockBlock Securities LLC, as the representatives (the “Representatives”) of the underwriters named in Schedule A thereto (the “Underwriters”).”

Scilex Holding Co entered into Settlement Term Sheet with Virpax Pharmaceuticals, Inc. valued at (i) $3.5 million by March 1, 2024 (the “Initial Payment”); (ii) $2.5 million by July 1, 2024 and (ii (effective 2024-02-26).

“On February 26, 2024, the Plaintiffs and Virpax entered into a term sheet regarding a mutual release and settlement agreement (the “Settlement Term Sheet”), pursuant to which the parties have agreed to enter a definitive settlement agreement by or before March 1, 2024 to resolve their ongoing disputes and provide for, among other things, that Virpax will be obligated to make the following payments to the Company to settle the Action: (i) $3.5 million by March 1, 2024 (the “Initial Payment”); (ii) $2.5 million by July 1, 2024 and (iii) to the extent any of the following drug candidates are ever sold, royalty payments of (a) 6% of annual Net Sales (as defined therein) of Epoladerm; (b) 6% of annual Net Sales of Probudur and (c) 6% of annual Net Sales of Envelta.”

Scilex Holding Co terminated Standby Equity Purchase Agreement with B. Riley Principal Capital II, LLC valued at up to $500.0 million (effective 2024-02-16).

“On February 16, 2024, Scilex Holding Company (the “Company”) and B. Riley Principal Capital II, LLC (“B. Riley”) mutually agreed to terminate the Standby Equity Purchase Agreement, dated as of January 8, 2023, between the Company and B. Riley (the “SEPA”).”

Scilex Holding Co reported the fiscal year ended December 31, 2023 results: revenue $46.5 million to $52.5 million.

“ended December 31, 2022, representing growth in the range of approximately 56% to 61%. • Total product net sales for the fiscal year ended December 31, 2023 were in the range of $46.5 million to $52.5 million, compared to $38.0 million for the fiscal year ended December 31, 2022, representing growth in the range of approximately 22% to 38%. On January 2, 2024, the”

Scilex Holding Co entered into Sales Agreement with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC valued at Up to $170,000,000 in shares of common stock may be sold from time to time through or to the Sales A (effective 2023-12-22).

“On December 22, 2023, Scilex Holding Company (the “Company”) entered into that certain Sales Agreement, dated December 22, 2023 (the “Sales Agreement”), by and among the Company, B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (the “Sales Agents”).”

Scilex Holding Co reported Full year 2023 results: revenue Projected full year gross sales for ZTlido in 2023 are estimated to be in the range of $140.0 million to $150.0 million.

“Projected full year gross sales for ZTlido in 2023 are estimated to be in the range of $140.0 million to $150.0 million, compared to $96.0 million in 2022, representing estimated growth in the range of approximately 46% to 56%.”

Scilex Holding Co reported One month ended November 30, 2023 and year-to-date through November 30, 2023 results: revenue ZTlido gross sales for November 2023 were in the range of $14.0 million to $15.0 million with year-to-date gross sales t.

“Scilex Holding Company (the “Company”) is providing certain preliminary unaudited financial results for the one month ended November 30, 2023 and year-to-date through November 30, 2023, based on currently available information.”

Scilex Holding Co reported year-to-date through October 31, 2023 results: revenue in the range of $35.0 million to $40.0 million.

“year-to-date total product net sales through October 2023 in the range of $35.0 million to $40.0 million”

Scilex Holding Co reported the one month ended October 31, 2023 results: revenue in the range of $4.0 million to $5.0 million.

“Total product net sales for October 2023 were in the range of $4.0 million to $5.0 million”

Scilex Holding Co amended Amendment to Convertible Debentures with YA II PN, Ltd. valued at Extension of maturity date from December 21, 2023 to March 15, 2024 (effective 2023-10-11).

“On October 11, 2023 (the “ Amendment Date ”), Scilex Holding Company (the “ Company ”) and YA II PN, Ltd. (“ Yorkville ”) entered into an amendment (the “ Amendment to Convertible Debentures ”) to those certain convertible debentures dated as of (i) March 21, 2023 (as amended, supplemented, waived or otherwise modified from time to time, the “ First Convertible Debenture ”) and (ii) April 11, 2023 (as amended, supplemented, waived or otherwise modified from time to time, the “ Second Convertible Debenture ” and, together with the First Convertible Debenture, the “ Convertible Debentures ”).”

Scilex Holding Co reported the one month ended September 30, 2023 and year-to-date as of September 30, 2023 results: revenue Total product net sales for September 2023 were in the range of $3.5 million to $4.1 million with year-to-date through S.

“Scilex Holding Company (the "Company") is providing certain preliminary unaudited financial results for the one month ended September 30, 2023 and year-to-date as of September 30, 2023, based on currently available information.”

Scilex Holding Co underwent a change of control involving Sorrento Therapeutics, Inc. (closed 2023-09-21).

“Upon the closing of the transactions contemplated by the Sorrento SPA and the Company’s purchase of, and Sorrento’s sale of, the Purchased Securities, Sorrento no longer holds a majority of the voting power of the Company’s outstanding capital stock entitled to vote.”

Scilex Holding Co entered into Securities Purchase Agreement with Oramed Pharmaceuticals Inc. valued at Issued senior secured promissory note of $101,875,000, warrants for 13,000,000 shares of common stoc (effective 2023-09-21).

“On September 21, 2023 (the “ Closing Date ”), the Company entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement (the “ Scilex-Oramed SPA ”) with Oramed and the Agent (as defined below).”

Laura J. Hamill resigned as Director at Scilex Holding Co.

“On September 21, 2023, Laura J. Hamill notified the Board of Directors (the “ Board ”) of the Company that she was resigning from the Board, all committees of the Board and any director or officer position held with any subsidiary of the Company, effective as of September 21, 2023.”

Stephen Ma was appointed as Chief Financial Officer at Scilex Holding Co.

“On September 22, 2023, the Company appointed Stephen Ma, age 51, as the Company’s Chief Financial Officer, effective immediately.”

Elizabeth Czerepak resigned as Chief Financial Officer at Scilex Holding Co.

“On September 20, 2023, Elizabeth Czerepak, the Executive Vice President, Chief Business Officer, Chief Financial Officer, Principal Accounting Officer, Principal Financial Officer and Secretary of Scilex Holding Company (the “ Company ”), resigned from the Company, effective immediately.”

Scilex Holding Co entered into Settlement Agreement with Cove Lane Onshore Fund, LLC, HBC Investments LLC, Hudson Bay Capital Management LP valued at $255,000 and $495,000 (effective 2023-09-15).

“On September 15, 2023, Scilex Holding Company (the “ Company ”), Cove Lane Onshore Fund, LLC (“ Cove Lane ”), HBC Investments LLC (“ HBC ” and together with Cove Lane, the “ Investors ” and each an “ Investor ”) and Hudson Bay Capital Management LP (“ Hudson Bay ” and collectively with the Investors, the “ Hudson Bay Parties ” and each a “ Hudson Bay Party ”) entered into a settlement agreement (the “ Settlement Agreement ”).”

Scilex Holding Co reported preliminary financial results for the one month ended August 31, 2023 and year-to-date as of August 31, 2023.

“Scilex Holding Company (the "Company") is providing certain preliminary unaudited financial results for the one month ended August 31, 2023 and year-to-date as of August 31, 2023, based on currently available information.”