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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 4)*
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Scilex Holding Co (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
80880W106 (CUSIP Number) |
Xiao Xu, Sole Manager SCLX Stock Acquisition JV LLC, 960 San Antonio Road Palo Alto, CA, 94303 (650) 516-4310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
01/02/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 80880W106 |
| 1 |
Name of reporting person
SCLX Stock Acquisition JV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
84,616,299.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
22.8 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Rows 7, 9, 11: Comprised of (i) 55,068,585 shares of common stock, par value $0.0001 per share ("Common Stock"), of Scilex Holding Company (the "Issuer"), (ii) 490,617 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the date on which this Amendment No. 4 to Schedule 13D (this "Amendment No. 4") has been filed with the Securities and Exchange Commission ("SEC"), and (iii) 29,057,097 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Series A Preferred Stock") which are entitled to vote, together with the holders of Common Stock, and not separately as a class, on an as converted to Common Stock basis on all matters on which the holders of shares of Common Stock have the right to vote (with the number of votes being determined by dividing the stated value (as determined under the Issuer's Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022 (the "Certificate of Designations")) by $10.00) and as of the date of this Amendment No. 4 such preferred stock is entitled to 32,596,371 votes as a result of adjustments to the conversion price of such preferred stock in accordance with the terms of the Certificate of Designations.
Note to Row 13: Percent of class beneficially owned is calculated based on 243,312,885 shares of Common Stock outstanding as of December 29, 2024, plus 490,617 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person that are exercisable within 60 days of the date on which this Amendment No. 4 has been filed with the SEC. Shares of Series A Preferred Stock are not convertible into shares of Common Stock and therefore the 29,057,097 shares of Series A Preferred Stock held by the Reporting Person are not included in this percentage. The Reporting Person's aggregate voting power, including shares of Series A Preferred Stock (which as of the date of this Amendment No. 4 such preferred stock is entitled to 32,596,371 votes as a result of adjustments to the conversion price of such preferred stock in accordance with the terms of the Certificate of Designations) and assuming the exercise of all warrants held by the Reporting Person, is 31.89%.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Scilex Holding Co | |
| (c) | Address of Issuer's Principal Executive Offices:
960 SAN ANTONIO ROAD, PALO ALTO,
CALIFORNIA
, 94303. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 4 to Schedule 13D ("Amendment No. 4") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on September 29, 2023 (as amended to date, the "Schedule 13D"), relating to the common stock, par value $0.0001 per share ("Common Stock"), of Scilex Holding Company, a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 4 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
As previously disclosed by the Issuer, the Issuer has issued Tranche B Senior Secured Convertible Notes, dated as of October 8, 2024, to each of Oramed Pharmaceuticals Inc. ("Oramed"), Nomis Bay Ltd, BPY Limited and 3i, LP (collectively, the "Tranche B Noteholders", and the notes, collectively, the "Tranche B Notes"). Pursuant to the Tranche B Notes, commencing on January 2, 2025 (the "First Amortization Payment Date"), the Issuer was required to redeem in cash (the "First Amortization Payment") such portion of the principal amount of the Tranche B Notes equal to each Tranche B Noteholder's Holder Pro Rata Amount (as defined in the Tranche B Notes) of $6,250,000 per fiscal quarter at a redemption price equal to 100% of such Amortization Amount (as defined in the Tranche B Notes).
On January 2, 2025, the Issuer and the Reporting Person entered into a deferral and consent letter with each of (i) Nomis Bay Ltd and BPY Limited (the "Nomis Bay Consent"), (ii) Oramed (the "Oramed Consent") and (iii) 3i, LP (the "3i Consent" and, together with the Nomis Bay Consent and the Oramed Consent, the "Tranche B Consents"), respectively, pursuant to which the Tranche B Noteholders agreed to defer the Issuer's obligation to make the First Amortization Payment until January 31, 2025. In consideration of such deferral, and to limit the Tranche B Noteholders' right to exercise certain secured creditor remedies (including recourse against the assets of the Reporting Person as a grantor under the Security Agreement (as defined in the Tranche B Consents)), the Reporting Person delivered to the Tranche B Noteholders (or their designee) by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 5,000,000 shares of Common Stock (the "Shares"), held by the Reporting Person, of which 2,500,000 shares were delivered to Oramed, 720,000 shares were delivered to BPY Limited, 1,280,000 shares were delivered to Nomis Bay Ltd, and 500,000 shares were delivered to 3i, LP.
In addition, pursuant to the Tranche B Consents, effective as of the latest of (i) the time of execution and delivery of the Tranche B Consents, (ii) the time of the delivery of the Shares and (iii) the time of grant of the Royalty and Exclusive Rights (each as defined in, and contemplated pursuant to, the Term Sheet that is an exhibit to the Tranche B Consents), the Tranche B Noteholders agreed to further defer the Issuer's obligation to make the First Amortization Payment until October 8, 2026, provided that the Issuer paid an aggregate of $1.11 million in respect of a portion of the First Amortization Payment and related make-whole interest (which amount has been paid).
The foregoing summary of the Nomis Bay Consent, the Oramed Consent and the 3i Consent do not purport to be complete and are qualified in their entireties by reference to the full text of these agreements, a copy of each of which is filed as an exhibit to this Amendment No. 4 and is incorporated herein by reference. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to Items 11 and 13 on the cover page. | |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover page. | |
| (c) | Except as set forth in this Amendment No. 4, the Reporting Person has not effected any transactions of Common Stock or Series A Preferred Stock during the 60 days preceding the date of this report. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows:
Item 4 above summarizes certain provisions of the Nomis Bay Consent, the Oramed Consent and the 3i Consent and is incorporated herein by reference. Copies of these agreements are attached as exhibits to this Amendment No. 4 and are incorporated herein by reference.
Subsidiary Guarantee Amendment
As previously announced, on September 21, 2023, the Issuer and each of its subsidiaries, including the Reporting Person (collectively, the "Guarantors") entered into a subsidiary guarantee (the "Subsidiary Guarantee") with Oramed and Acquiom Agency Services LLC (the "Agent"), pursuant to which, the Guarantors have agreed to guarantee and act as surety for payment of that certain senior secured promissory note issued by the Issuer to Oramed (the "Tranche A Note") and any Additional Notes (as defined in the Subsidiary Guarantee). On October 8, 2024 and in connection with the Tranche B Notes, the Issuer, the Guarantors, Oramed and the Agent agreed to amend the Subsidiary Guarantee by entering into the Subsidiary Guarantee Amendment (the "Subsidiary Guarantee Amendment").
The foregoing summary of the Subsidiary Guarantee Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Subsidiary Guarantee Amendment, a copy of which is filed as an exhibit to this Amendment No. 4 and is incorporated herein by reference.
Amended and Restated Security Agreement
As previously announced, on September 21, 2023, the Issuer and the Guarantors, including the Reporting Person, entered into a security agreement (the "Security Agreement") with Oramed and the Agent, pursuant to which the Issuer and the Guarantors granted to the Agent a security interest in all or substantially all of the property of the Issuer and each Guarantor, respectively, to secure the prompt payment, performance and discharge in full of all of the Issuer's obligations under the Tranche A Note and Additional Notes and the Guarantors' obligations under the Subsidiary Guarantee, subject to certain customary limitations.
On October 8, 2024 and in connection with the Tranche B Notes, the Issuer, the Guarantors, including the Reporting Person, Oramed and the Agent agreed to amend and restate the Security Agreement by entering into the Amended and Restated Security Agreement (the "Amended and Restated Security Agreement") to grant to the Agent a security interest in all or substantially all of the property of the Issuer and each Guarantor, respectively, to secure the prompt payment, performance and discharge in full of all of the Issuer's obligations under the Tranche B Notes in addition to the obligations under the Tranche A Note, the Additional Notes and the Guarantors' obligations under the Subsidiary Guarantee, which had previously been secured under the Security Agreement, subject to certain customary limitations.
The foregoing summary of the Amended and Restated Security Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the agreement, a copy of which is filed as an exhibit to this Amendment No. 4 and is incorporated herein by reference.
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| Item 7. | Material to be Filed as Exhibits. | |
1 Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among the Issuer, the Reporting Person, Nomis Bay Ltd, BPY Limited and Acquiom Agency Services LLC.
2 Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among the Issuer, the Reporting Person, Oramed Pharmaceuticals Inc. and Acquiom Agency Services LLC.
3 Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among the Issuer, the Reporting Person, 3i, LP and Acquiom Agency Services LLC.
4 Subsidiary Guarantee Amendment, dated October 8, 2024, made by certain of the Issuer's subsidiaries, including the Reporting Person, in favor of the holders of that certain Tranche A Note.
5 Amended and Restated Security Agreement, dated October 8, 2024, by and the Issuer, the subsidiaries of the Issuer, including the Reporting Person, Oramed Pharmaceuticals Inc. and Acquiom Agency Services LLC. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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