Material Agreement (Form 8-K)

Item 1.01. Entry into a Material Definitive Agreement.

Warrant Exercise Agreement

On September 30, 2025 Scilex Holding Company (the "Company") entered into a Warrant Exercise Agreement (the "Warrant Exercise Agreement") with certain holders (the "Existing Warrant Holders") of the Company's existing warrants to purchase shares of the Company's common stock, par value $0.0001 per share (the "Common Stock") at an exercise price of $22.72 per share originally issued pursuant to that certain Securities Purchase Agreement, dated December 11, 2024, by and among the Company and the investors named therein (the "Existing December 2024 Warrants"). Pursuant to the Warrant Exercise Agreements, the Existing Warrant Holders will exercise in full the Existing December 2024 Warrants for an aggregate of 179,236 shares of Common Stock and defer, for a deferral fee of $7.72 per share being exercised (the "Deferral Fee"), their right to receive an amortization payment scheduled to be paid by the Company on October 1, 2025 as set forth in the amortization schedule included in that certain Senior Secured Convertible Note (the "Tranche B Notes") issued to each Existing Warrant Holder and Oramed Pharmaceuticals Inc. ("Oramed") pursuant to that certain Securities Purchase Agreement, dated as of October 7, 2024, by and among the Company and the investors party thereto (including the Existing Warrant Holders) in exchange for the Company's agreement to issue new warrants to purchase an aggregate of 275,000 shares of Common Stock (the "September 2025 Warrants") at an exercise price of $20.00 per share (the "Exercise Price") as described below. The aggregate gross proceeds from the exercise of the Existing December 2024 Warrants, net of the Deferral Fee, is approximately $2.7 million.

The Company has agreed to use an aggregate of $2.5 million of the gross proceeds from the warrant exercises in connection with the repayment of such aggregate amounts outstanding under the Tranche B Notes, and the remaining proceeds from the exercise of the Existing December 2024 Warrants for general corporate purposes.

The September 2025 Warrants are immediately exercisable upon issuance. The issuance of the September 2025 Warrants was made pursuant to an exemption from registration provided by Section 4(a)(2) of the Securities Act of 1933, as amended, and Rule 506(b) of Regulation D as promulgated thereunder by the United States Securities and Exchange Commission (the "SEC"). The Company has agreed to file as soon as practicable (and in any event within 30 calendar days of the date of the Warrant Exercise Agreement) a registration statement on Form S-3 (or Form S-1 if Form S-3 is not available to the Company) registering under the Securities Act of 1933, as amended, the resale by the Existing Warrant Holders of the shares of Common Stock issuable upon exercise of the of the September 2025 Warrants or to include such shares of Common Stock in any other registration statement on Form S-3 filed by the Company. The September 2025 Warrants shall have an expiration date of December 13, 2029.

The Exercise Price of the September 2025 Warrants is subject to adjustment for any stock split, stock dividend, stock combination, recapitalization or similar event and is also subject to adjustment in connection with certain subsequent offerings at a per share price less than the exercise price of the September 2025 Warrants then in effect.

A holder of a September 2025 Warrant shall not have the right to exercise any portion of a September 2025 Warrant to the extent that, after giving effect to such exercise, the holder (together with certain related parties) would beneficially own in excess of 4.99% (the "Maximum Percentage") of shares of Common Stock outstanding immediately after giving effect to such exercise. The Maximum Percentage may be raised or lowered to any other percentage not in excess of 9.99%, at the option of the holder, except that any increase will only be effective upon 61 days' prior notice to the Company.

The September 2025 Warrants prohibit the Company from entering into specified fundamental transactions unless the successor entity (subject to certain exceptions) assumes all of the Company's obligations under the September 2025 Warrants under a written agreement before the transaction is completed. Upon specified corporate events, a September 2025 Warrant holder will thereafter have the right to receive upon an exercise such shares, securities, cash, assets or any other property whatsoever which the holder would have been entitled to receive upon the happening of the applicable corporate event had the September 2025 Warrant been exercised immediately prior to the applicable corporate event. When there is a transaction involving specified changes of control, holders of September 2025 Warrants will have the right to force the Company to repurchase such holder's September 2025 Warrant for a purchase price in cash equal to the Black Scholes value, as calculated under the September 2025 Warrants, of the then unexercised portion of the September 2025 Warrant.

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The Warrant Exercise Agreements contain other customary provisions including representations and warranties of the Company and the Existing Warrant Holders.

The Warrant Exercise Agreement is filed as Exhibit 10.1 and the form of September 2025 Warrant is filed as Exhibit 10.2, in each case to this Current Report on Form 8-K and are incorporated herein by reference. The foregoing descriptions of the terms of the Warrant Exercise Agreements and the form of September 2025 Warrant do not purport to be complete and are qualified in their entirety by reference to such exhibits.

Rodman & Renshaw, LLC and Stockblock Securities, LLC acted as the exclusive placement agents for the warrant exercise and inducement transaction.

No Solicitation

This Current Report on Form 8-K shall not constitute an offer to sell or a solicitation of an offer to buy any securities, nor shall there be any sale of securities in any state or jurisdiction in which such an offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state or other jurisdiction.

Item 3.02. Unregistered Sales of Equity Securities.

The information contained above in Item 1.01 with respect to the issuance of the September 2025 Warrants pursuant to the Warrant Exercise Agreement is hereby incorporated by reference into this Item 3.02.