Scilex Holding Co 8-K

What Happened
Scilex Holding Co. (SCLX) filed an 8-K (Regulation FD disclosure) reporting that it has completed the repurchase of warrants previously issued to Oramed (a Delaware corporation). The warrants (the "Penny Warrants") originally granted on September 21, 2023, covered up to 6,500,000 shares at an exercise price of $0.01 per share. Under an Option Agreement dated July 22, 2025, Scilex acquired an option to repurchase those warrants for an aggregate purchase price of $27,000,000; the company paid a $1,500,000 fee for that option and completed the repurchase in two tranches—$13,000,000 in September 2025 and the remaining $14,000,000 on December 30, 2025.

Key Details

• Original warrants: up to 6,500,000 common shares; $0.01 exercise price; dated September 21, 2023.
• Option Agreement signed July 22, 2025; option fee paid by Scilex: $1,500,000.
• Warrant repurchase total purchase price: $27,000,000, paid in two tranches: $13,000,000 (Sept 2025) and $14,000,000 (Dec 30, 2025).
• Disclosure made under Item 7.01 (Regulation FD) in the Form 8-K filed December 30, 2025.

Why It Matters
This transaction removes the potential issuance of up to 6.5 million low‑strike shares (which would have been exercisable at $0.01), so it reduces future dilution risk for existing shareholders. It also represents a meaningful cash outflow—$27.0M for the repurchase plus a $1.5M option payment—affecting the company’s liquidity and cash position. Retail investors should note the reduced dilution potential and the near‑term cash impact when evaluating Scilex’s capital structure and liquidity.