Scilex Holding Co 8-K

What Happened

• Scilex Holding Co announced that its board approved revocation of a previously declared stock dividend and eliminated the Series 1 Mandatory Exchangeable Preferred Stock designation.
• On Oct 28, 2024 the company had filed a Certificate of Designation naming 5,000,000 shares as Series 1 Mandatory Exchangeable Preferred Stock and declared a dividend of those shares to stockholders (record dates were moved several times). The Board approved revocation of that dividend on February 2, 2026.
• On February 3, 2026 the company filed a Certificate of Elimination with the Delaware Secretary of State, effective immediately, which removed the Series 1 designation and returned the 5,000,000 shares to the pool of undesignated preferred stock. No Series 1 shares were ever issued or outstanding.

Key Details

• 5,000,000 shares were designated as Series 1 Mandatory Exchangeable Preferred Stock (Certificate of Designation filed Oct 28, 2024).
• Record dates for the planned dividend were changed several times (Nov 7, 2024 → Jan 28, 2025 → Apr 11, 2025 → May 2, 2025 → later date to be determined).
• Board approved revocation of the dividend on Feb 2, 2026; Certificate of Elimination filed Feb 3, 2026 and effective immediately.
• No shares of Series 1 were ever issued or outstanding at any time.

Why It Matters

• For investors, there is no immediate change to outstanding shares or cash flows because the preferred-stock dividend was never issued.
• Returning the 5,000,000 shares to undesignated preferred stock removes the specific Series 1 designation but leaves the company flexibility to use authorized preferred shares in the future.
• The filing removes uncertainty created by the earlier declaration; it is a corporate-structure change rather than an operational or financial-results disclosure.