Scilex Holding Co 8-K

What Happened

• Scilex Holding Company (SCLX) announced on Form 8-K that it entered a Convertible Promissory Note with Quantum Scan Holdings, Inc. (Q Scan) dated January 29, 2026 under which Scilex loaned Q Scan $20.0 million. The Note converted in full on January 29, 2026 into 140,379,226 shares of Q Scan common stock. The Note had a maturity date of October 29, 2026 and would begin accruing interest at 3.66% per year starting April 29, 2026.
• On the same date, Scilex and Q Scan signed a Stock Purchase Agreement under which Scilex agreed to purchase 193,021,436 shares of Q Scan common stock for an aggregate purchase price of approximately $27.5 million. The stock purchase closing must occur within five business days after Q Scan delivers written notice to Scilex. Scilex disclosed that its CFO and director, Stephen Ma, has been serving as Q Scan’s interim CFO since January 16, 2026 and, as of the filing date, has not received compensation for that role.

Key Details

• $20.0 million loan to Q Scan (Convertible Promissory Note dated Jan 29, 2026) — converted into 140,379,226 Q Scan shares on Jan 29, 2026.
• Stock Purchase Agreement to buy 193,021,436 Q Scan shares for approximately $27.5 million; closing within five business days after Q Scan’s notice.
• Note maturity: October 29, 2026; interest rate: 3.66% per annum starting April 29, 2026.
• Stephen Ma (Scilex CFO and director) serving as Q Scan interim CFO since Jan 16, 2026; no cash, equity or other compensation reported as of the 8-K date.

Why It Matters

• These transactions materially increase Scilex’s economic exposure to Q Scan by converting a $20M loan into equity and committing to an additional ~ $27.5M stock purchase (approximately $47.5M total consideration reported). That exposure could affect Scilex’s balance sheet, investment profile and risk concentration.
• The Note conversion and planned stock purchase are material financing and equity transactions investors should monitor; full agreement texts are expected to be filed as exhibits to Scilex’s 10-Q for the quarter ending March 31, 2026 for further detail.
• The disclosed dual role of Scilex’s CFO as Q Scan’s interim CFO is noted in the filing; Scilex reports no compensation to him for that role as of the filing date.