UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

_______________________

FORM 8-K
_______________________

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): July 318, 2026

_______________________

SCILEX HOLDING COMPANY
(Exact name of registrant as specified in its charter)
_______________________


Delaware (State or other jurisdiction of incorporation)	001-39852 (Commission File Number)	92-1062542 (IRS Employer Identification No.)

960 San Antonio Road, Palo Alto, California, 94303
(Address of principal executive offices, including zip code)

(650) 516-4310

Registrant’s telephone number, including area code

N/A
(Former Name or Former Address, if Changed Since Last Report)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


☐		Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐		Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐		Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

☐		Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Exchange Act:


(Title of each class)	(Trading Symbol)	(Name of exchange on which registered)
Common Stock, par value $0.0001 per share	SCLX	The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $402.50	SCLXW	The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒

Item 1.01. Entry into a Material Definitive Agreement.

On July 318, 2026, Scilex Holding Company (“the “Company”) ~~and~~entered ~~iHolding~~into ~~Group~~a ~~LLP~~stock repurchase agreement (the “Vivasor Repurchase Agreement”) with Vivasor Holding Company (“Vivasor”), apursuant ~~private~~to ~~investment~~which ~~group~~the ~~headquartered~~Company inagreed ~~Almaty~~to sell to Vivasor (i) 6,101,468 ~~Republic~~shares of ~~Kazakhstan~~Vivasor’s Series A-1 Preferred Stock, par value $0.00001 per share, and (~~“iHolding”~~ii) 355,919 ~~entered~~shares ~~into~~of aVivasor’s ~~binding~~Series ~~term~~A-2 ~~sheet~~Preferred Stock, par value $0.00001 per share, in each case which had been previously acquired by the Company in January 2026 (such previously acquired shares, collectively, the “~~Term~~Subject ~~Sheet~~Shares”).

~~The~~Vivasor ~~Term~~will ~~Sheet~~purchase ~~contemplates~~the ~~that~~Subject ~~iHolding~~Shares ~~will~~from the Company for an aggregate purchase price of $~~100~~11,~~000~~999,~~000~~762.28 ~~(the~~payable ~~“Proposed~~by ~~Investment”)~~wire oftransfer, ~~newly~~by ~~issued~~assignment of the shares of ~~Company~~ common stock of Datavault AI, ~~par~~Inc. ~~value~~held $0by Vivasor, Inc.~~0001~~, ~~per~~a ~~share~~subsidiary of Vivasor, or by any combination of such methods (the “~~Company~~Purchase ~~Common Stock~~Price”). The ~~purchase~~Vivasor ~~price~~Repurchase ~~for~~Agreement ~~such~~provides ~~shares~~that isthe ~~expected~~Purchase toPrice will be paid in tranches as follows: (i) $15999,980.0097 ~~per~~on ~~share~~July 18, ~~which~~2026; ~~would~~(ii) ~~represent~~$4,999,901.10 ~~approximately~~at 6any time on or before September 30,~~666~~ 2026; (iii) $1,~~667~~999,960.07 ~~shares~~at any time after September 30, 2026 but on or before December 31, 2026; (iv) $1,999,960.07 at any time after December 31, 2026 but on or before March 31, 2027; and (v) $1,999,960.07 at any time after March 31, 2027 but on or before June 30, 2027.

The ~~Proposed~~Vivasor ~~Investment~~Repurchase ~~remains~~Agreement ~~subject~~contains ~~to completion of~~ customary ~~due~~representations, ~~diligence~~warranties, ~~the parties’ negotiation and execution of definitive agreements (the “Definitive Agreements”)~~covenants, ~~board~~indemnification ~~approvals,~~provisions and other ~~customary~~terms ~~closing~~typical ~~conditions,~~for ~~including~~transactions ~~receipt~~ of ~~the~~this ~~approval of the Company’s stockholders and any required regulatory approvals~~nature.

There can be no assurance that the Definitive Agreements and any other transaction documents necessary to consummate the Proposed Investment will be entered into, or that the Proposed Investment will be consummated on the terms described herein or at allDr. ~~The~~Henry ~~consummation of the Proposed Investment is subject to numerous factors~~Ji, many of which are outside the control of the Company, including market conditions, regulatory approvals, the actions of third parties, and the ability of the parties to negotiate and execute the Definitive AgreementsPh. ~~The Term Sheet reflects terms that remain subject to further negotiation, modification and/or approval by the applicable boards of directors and may be terminated by the parties~~D. ~~Any such termination~~, ~~or a failure by~~ the ~~parties~~Company’s tocurrent ~~agree~~Chief onExecutive ~~the Definitive Agreements~~Officer, ~~could~~President ~~result in disputes or litigation relating to the interpretation, enforceability~~ and~~/or~~ ~~performance of the provisions of the Term Sheet~~Chairperson, ~~which~~currently ~~could~~serves beas ~~costly and/or time-consuming, divert management attention and/or otherwise adversely affect~~ the ~~financial~~Chief ~~condition~~Executive orOfficer ~~liquidity~~ of ~~the Company, including its ability to pursue or defend such claims~~Vivasor. ~~Accordingly, investors should not place undue reliance on the consummation of the Proposed Investment or the ability of the Company and iHolding to consummate the Proposed Investment.~~

The foregoing description of the ~~Term~~Vivasor ~~Sheet~~Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the ~~Term~~Vivasor ~~Sheet~~Repurchase Agreement, a copy of which ~~the~~is ~~Company~~attached ~~will~~hereto ~~file~~ as anExhibit ~~exhibit to its Quarterly Report on Form~~ 10-Q.1 ~~for~~and ~~the~~is ~~quarter~~incorporated ~~ending June 30, 2026 or~~ by anreference ~~amendment to this Current Report on Form 8-K~~herein.

Item 3 2.0201. ~~Unregistered~~Completion ~~Sales~~ of ~~Equity~~Acquisition ~~Securities~~or Disposition of Assets.

The information ~~provided~~set forth in Item 1.01 ~~regarding the Term Sheet and the potential issuance~~ of ~~shares~~this ofCurrent ~~Company~~Report ~~Common~~on ~~Stock~~Form 8-K is ~~hereby~~ incorporated herein by reference.

It has not yet been determined whether the shares of Company Common Stock that may be issued in the Proposed Investment will be issued in a private placement. If such shares are issued in a private placement, the Company expects that (i) such shares would be issued to iHolding in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D (or other applicable exemption) thereunder and (ii) iHolding will represent that it is an “accredited investor,” as defined in Regulation D, and will acquire such shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor the Term Sheet is an offer to sell or the solicitation of an offer to buy shares of Company Common Stock or any other securities of the Company.

Item 7.01. Regulation FD Disclosure.

On July 6, 2026, the Company issued a press release announcing the execution of the Term Sheet. A copy of the press release is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.

The information in Item 7.01 of this Current Report on Form 8-K (including Exhibit 99.1 attached hereto) is being furnished and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any filing by the Company, under the Securities Act of 1933, as amended, or the Exchange Act, except as expressly set forth by specific reference in such filing.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

Exhibit Number	Description
99.1	Press release dated July 6, 2026.
10.1	Stock Repurchase Agreement, dated July 18, 2026, by and among Vivasor Holding Company, Vivasor, Inc. and Scilex Holding Company.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SCILEX HOLDING COMPANY
	By:	/s/ Henry Ji, Ph.D.
	Name:	Henry Ji, Ph.D.
Date: July 6, 2026	Title:	Chief Executive Officer & President
Date: July 22, 2026	Title:	Chief Executive Officer & President

Filing Compare · Scilex Holding Co