Scilex Holding Co 8-K

What Happened

• Scilex Holding Company (SCLX) filed an 8-K on Feb 20, 2026 disclosing it entered a Warrant Agreement with Oramed Pharmaceuticals Inc. on Feb 19, 2026. Oramed agreed to defer an amortization payment (scheduled Oct 1, 2025) in exchange for a new warrant (the "February 2026 Warrant"); the deferred payment was subsequently made in November 2025. The February 2026 Warrant is immediately exercisable and the company agreed to register the underlying shares for resale within specified timeframes (latest by March 31, 2026 unless earlier conditions are met).

Key Details

• Warrant size and price: warrant to purchase 100,000 shares of Scilex common stock at an initial exercise price of $20.00 per share.
• Term and adjustments: expiration date Dec 13, 2029; exercise price adjusts for splits/dividends and certain later financings with a floor of $8.22 (adjusted for stock events).
• Ownership cap and exercise mechanics: holder cannot exercise to own more than 4.99% of outstanding shares (can elect up to 9.99% with 61 days’ notice); if shares are not registered for resale at exercise, the warrant may be exercised on a cashless basis.
• Change-of-control protections: company may be prohibited from certain fundamental transactions unless successor assumes obligations; on specified change-of-control events Oramed may force Scilex to repurchase the unexercised warrant for a Black‑Scholes cash value.

Why It Matters

• Potential dilution: up to 100,000 new shares could be issued if the warrant is exercised, which can modestly affect outstanding share count and existing holders’ ownership. The $20 exercise price (with an $8.22 floor) sets a relatively high threshold for cash exercise today.
• Liquidity and resale: Scilex must register the shares (or include them in a future registration), which affects Oramed’s ability to sell shares freely; until registration, cashless exercise is available.
• Consideration for debt relief: Oramed received the warrant as consideration for deferring a note amortization payment, meaning the transaction related to Scilex’s existing Tranche B note obligations rather than a new financing.
• Investor takeaway: this is a contractual amendment with a strategic investor that creates a limited dilution pathway and includes protections for both parties (exercise limits, repurchase on change-of-control, registration commitments).