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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 5)*
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Scilex Holding Company (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) |
01/21/2025 (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
80,586,928.00 | ||||||||
| 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)
21.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Rows 7, 9, 11: Comprised of (i) 51,039,214 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. 5 to Schedule 13D (this "Amendment No. 5") 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. 5 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 January 14, 2025, 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. 5 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. 5 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 30.44%.
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 Company | |
| (c) | Address of Issuer's Principal Executive Offices:
960 San Antonio Road, Palo Alto,
CALIFORNIA
, 94303. | |
Item 1 Comment:
Explanatory Note
This Amendment No. 5 to Schedule 13D ("Amendment No. 5") 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. 5 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.
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| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows:
Romeg License Amendment
On January 16, 2025, the Issuer entered into a First Amendment to License and Commercialization Agreement (the "License Amendment") with Rxomeg Therapeutics, LLC a/k/a Romeg Therapeutics, LLC ("Romeg") to amend a previously executed license agreement. In consideration of the execution of the License Amendment, and as contemplated by that certain Transfer Agreement entered into between the Issuer and Romeg, the Reporting Person transferred to Romeg an aggregate of 779,371 shares of Common Stock, held by the Reporting Person.
Amendment to Senior Secured Promissory Note
As previously disclosed by the Issuer, the Issuer issued a Senior Secured Promissory Note, dated as of September 21, 2023, to Oramed Pharmaceuticals Inc. ("Oramed", and the note, as amended, the "Oramed Note"). Pursuant to the Oramed Note, the Issuer is required to repay the entire remaining principal balance of the Oramed Note on the Maturity Date, which is defined in the Oramed Note as March 21, 2025 (the "Existing Maturity Date").
On January 21, 2025, the Issuer and the Reporting Person entered into an amendment letter with Oramed (the "Oramed Amendment"), pursuant to which, among other things, Oramed agreed to extend the Maturity Date under and as set forth in the Oramed Note from the Existing Maturity Date to December 31, 2025 (the "Extended Maturity Date").
As described in the Oramed Amendment, if the Maturity Date was not extended from the Existing Maturity Date to the Extended Maturity Date by January 31, 2025, the payment deferrals in Section 1(b) of the Tranche B Deferral and Consent Letters (each as defined in the Oramed Amendment) would not take effect, and the deferred payments thereunder would immediately become due and payable, and the failure to make any such payments on or prior to such date will constitute an immediate Event of Default under the Tranche B Notes (each as defined in the Oramed Note). In addition, if an Event of Default occurred under the Tranche B Notes, the holders of such notes and the agent (in its capacity as collateral agent for such holders) would be entitled to exercise certain secured creditor remedies pursuant to the Tranche B Notes and the other Transaction Documents (as defined therein), including, without limitation by recourse against the assets of the Reporting Person as a grantor under the Security Agreement.
Accordingly, in consideration of such extension, the Reporting Person delivered to Oramed by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 3,250,000 shares of Common Stock, held by the Reporting Person.
The foregoing summary of the Oramed Amendment does not purport to be complete and is qualified in its entirety by reference to the full text of the Oramed Amendment, a copy of which is filed as an exhibit to this Amendment No. 5 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. 5, 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 Oramed Amendment and is incorporated herein by reference. Copy of this Oramed Amendment is attached as an exhibit to this Amendment No. 5 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
1 Amendment to Senior Secured Promissory Note, dated January 21, 2025, by and among the Issuer, the Reporting Person and Oramed Pharmaceuticals Inc.
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| 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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