$SCLX·8-K

Scilex Holding Co · Jul 22, 5:30 PM ET

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Scilex Holding Co 8-K

Research Summary

AI-generated summary

Updated

Scilex Holding Co Enters Repurchase Agreement to Sell Vivasor Shares

What Happened

  • On July 18, 2026 Scilex Holding Company announced a stock repurchase agreement with Vivasor Holding Company under which Scilex will sell previously acquired Vivasor preferred shares (the “Subject Shares”) back to Vivasor for a total purchase price of $11,999,762.28. The Subject Shares consist of 6,101,468 shares of Series A-1 Preferred and 355,919 shares of Series A-2 Preferred.
  • Payment may be made by wire transfer, by assignment of Datavault AI, Inc. common stock held by Vivasor, Inc. (a Vivasor subsidiary), or any combination. The agreement includes customary representations, warranties, covenants and indemnities. Scilex’s CEO, Dr. Henry Ji, also serves as CEO of Vivasor (related-party).

Key Details

  • Total purchase price: $11,999,762.28.
  • Subject Shares: 6,101,468 Series A-1 Preferred; 355,919 Series A-2 Preferred.
  • Payment schedule (tranches):
    • $999,980.97 on July 18, 2026;
    • $4,999,901.10 on or before Sept 30, 2026;
    • $1,999,960.07 on or before Dec 31, 2026;
    • $1,999,960.07 on or before Mar 31, 2027;
    • $1,999,960.07 on or before Jun 30, 2027.
  • Payment methods: cash wire transfer, assignment of Datavault AI common stock, or combination.

Why It Matters

  • This transaction disposes of Scilex’s previously acquired Vivasor preferred holdings and will provide up to ~$12.0 million of proceeds to Scilex over the payment period, affecting the company’s asset mix and liquidity timing.
  • Because the CEO of Scilex is also CEO of Vivasor, this is a related‑party transaction; investors should note the affiliation and review the filed agreement (Exhibit 10.1) for full terms. The 8‑K does not report any change in Scilex executive management or quarterly financial results.

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