Scilex Holding (SCLX) POS AM 27 Mar 24 Prospectus update (post-effective amendment) Financial data

Cover Page

Cover Page	12 Months Ended
	Dec. 31, 2023
Cover [Abstract]
Document Type	POS AM
Amendment Flag	true
Entity Central Index Key	0001820190
Entity Registrant Name	Scilex Holding Company
Entity Filer Category	Non-accelerated Filer
Entity Small Business	false
Entity Emerging Growth Company	true
Entity Ex Transition Period	false
Amendment Description	Post-Effective Amendment No. 2

Consolidated Balance Sheets

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Current assets:
Cash and cash equivalents	$ 3,921	$ 2,184
Accounts receivable, net	34,597	21,236
Inventory	4,214	1,378
Prepaid expenses and other	4,049	4,810
Total current assets:	46,781	29,608
Property and equipment, net	722	772
Operating lease right-of-use asset	2,943	1,131
Intangibles, net	36,485	40,591
Goodwill	13,481	13,481
Other long term assets	897	944
Total assets	101,309	86,527
Current liabilities:
Accounts payable	40,954	8,450
Accrued payroll	2,681	1,354
Accrued rebates and fees	89,658	30,893
Accrued expenses	7,408	3,136
Current portion of deferred consideration	491	264
Debt, current	108,429	0
Current portion of operating lease liabilities	759	745
Total current liabilities:	250,380	44,842
Long-term portion of deferred consideration	2,895	3,387
Debt, net of issuance costs	17,038	0
Derivative liabilities	1,518	1,231
Operating lease liabilities	2,237	665
Other long-term liabilities	179	163
Total liabilities	274,247	50,288
Commitments and contingencies (See Note 11)
Stockholders' (deficit) equity:
Preferred stock, $0.0001 par value, 45,000,000 shares authorized; 29,057,097 shares issued and outstanding as of December 31, 2023 and December 31, 2022, respectively	0	3
Common stock, $0.0001 par value, 740,000,000 shares authorized; 160,084,250 shares issued and 100,015,665 shares outstanding as of December 31, 2023; 141,348,856 shares issued and outstanding as of December 31, 2022	16	14
Additional paid-in capital	407,813	412,136
Accumulated deficit	(490,245)	(375,914)
Treasury stock, at cost; 60,068,585 shares and nil shares as of December 31, 2023 and December 31, 2022, respectively	(90,522)	0
Total stockholders' (deficit) equity	(172,938)	36,239
Total liabilities and stockholders' (deficit) equity	$ 101,309	$ 86,527

Consolidated Balance Sheets (Pa

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2023	Dec. 31, 2022
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	45,000,000	45,000,000
Preferred stock, shares issued	29,057,097	29,057,097
Preferred stock, shares outstanding	29,057,097	29,057,097
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	740,000,000	740,000,000
Common stock, shares issued	160,084,250	141,348,856
Common stock, shares outstanding	100,015,665	141,348,856
Treasury stock shares	60,068,585	0

Consolidated Statements of Oper

Consolidated Statements of Operations - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Statement [Abstract]
Net revenue	$ 46,743	$ 38,034	$ 31,317
Operating costs and expenses:
Cost of revenue	15,681	10,797	3,634
Research and development	12,746	9,054	9,201
Selling, general and administrative	119,641	64,895	50,582
Intangible amortization	4,106	3,922	3,738
Total operating costs and expenses	152,174	88,668	67,155
Loss from operations	(105,431)	(50,634)	(35,838)
Other (income) expense:
Loss (gain) on derivative liability	512	(8,310)	300
Change in fair value of debt and liability instruments	7,189	0	0
(Gain) loss on debt extinguishment, net	0	(28,634)	12,463
Scilex Pharma Notes principal increase	0	0	28,000
Interest expense, net	1,068	9,604	11,764
Loss on foreign currency exchange	118	66	54
Total other (income) expense	8,887	(27,274)	52,581
Loss before income taxes	(114,318)	(23,360)	(88,419)
Income tax expense	13	4	5
Net loss	$ (114,331)	$ (23,364)	$ (88,424)
Earnings Per Share [Abstract]
Net loss per share attributable to common stockholders - basic	$ (1.28)	$ (0.17)	$ (0.67)
Net loss per share attributable to common stockholders - diluted	$ (1.28)	$ (0.17)	$ (0.67)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average number of shares during the period-basic	130,298	134,226	132,858
Weighted average number of shares during the period -diluted	130,298	134,226	132,858

Consolidated Statements of Stoc

Consolidated Statements of Stockholders' (Deficit) / Equity - USD ($) $ in Thousands	Total	Preferred Stock Member	Common Stock	Additional Paid-in Capital	Accumulated Deficit	Treasury Stock
Balance at Dec. 31, 2020	$ (141,683)		$ 13	$ 122,430	$ (264,126)
Balance (in shares) at Dec. 31, 2020			132,858,000
Stock-based compensation	5,822			5,822
Adjustment to shares issued in Semnur Acquisition	409			409
Net income (loss)	(88,424)				(88,424)
Balance at Dec. 31, 2021	(223,876)		$ 13	128,661	(352,550)
Balance (in shares) at Dec. 31, 2021			132,858,000
Shares issued pursuant to the terms of the Debt Exchange Agreement, (In shares)		29,057,000	2,906,000
Shares issued pursuant to the terms of the Debt Exchange Agreement	289,733	$ 3		289,730
Shares issued as a result of the Business Combination, net of transaction activities, Amount	(8,706)		$ 1	(8,707)
Shares issued as a result of the Business Combination, net of transaction activities, Share			5,133,000
Shares issued to Yorkville pursuant to Yorkville Purchase Agreement, Amount	1,238			1,238
Shares issued to Yorkville pursuant to Yorkville Purchase Agreement, Share			250,000
Stock-based compensation	5,280			5,280
Stock options exercised	96			96
Stock options exercised (in shares)			202,000
Aardvark SP-104 license transfer from Sorrento, net of discount	(4,127)			(4,127)
Aardvark SP-104 license transfer from Sorrento	(35)			(35)
Net income (loss)	(23,364)				(23,364)
Balance at Dec. 31, 2022	36,239	$ 3	$ 14	412,136	(375,914)
Balance (in shares) at Dec. 31, 2022		29,057,000	141,349,000
Shares issued under Standby Equity Purchase Agreements	34,257		$ 1	34,256
Shares issued under Standby Equity Purchase Agreements (in shares)			13,218,000
Stock-based compensation	14,596			14,596
Stock options exercised	$ 614			614
Stock options exercised (in shares)	365		365,000
Issuance of penny warrants	$ 10,401			10,401
Conversion of convertible debentures into common stock	7,735			7,735
Conversion of convertible debentures into common stock, (in shares)			632,000
Retainer shares issued	1		$ 1	0
Retainer shares issued (in shares)			4,000,000
Issuance of common stock upon warrants exercise	521			521
Issuance of common stock upon warrants exercise, (in shares)			45,000
Disbursement of funds to Sorrento Amount	(20,000)			(20,000)
Issuance of common stock in connection with Settlement Agreement	750			750
Issuance of common stock in connection with Settlement Agreement, (in shares)			475,000
Repurchase of Treasury Stock, Preferred Stock, and warrants	(143,721)	$ (3)		(53,196)		$ (90,522)
Repurchase of Treasury Stock, Preferred Stock, and warrants, (in shares)						(60,069,000)
Net income (loss)	(114,331)				(114,331)
Balance at Dec. 31, 2023	$ (172,938)	$ 0	$ 16	$ 407,813	$ (490,245)	$ (90,522)
Balance (in shares) at Dec. 31, 2023		29,057,000	160,084,000			(60,069,000)

Consolidated Statements of Cash

Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Operating activities
Net loss	$ (114,331)	$ (23,364)	$ (88,424)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	4,146	3,961	3,779
Amortization of debt issuance costs and debt discount	65	3,142	7,909
Scilex Pharma Notes principal increase	0	0	28,000
Payment on the Scilex Pharma Notes attributed to accreted interest related to the debt discount	0	(21,190)	(12,487)
(Gain) loss on debt extinguishment, net	0	(28,634)	12,463
Non-cash operating lease cost	507	492	372
Stock-based compensation	14,596	5,280	5,822
Issuance of shares under Settlement Agreement	750	0	0
Loss (gain) on derivative liability	512	(8,310)	300
Forfeitures of private warrants	0	1,697	0
Change in fair value of debt and liability instruments	7,189	0	0
Other	57	0	0
Changes in operating assets and liabilities:
Accounts receivables, net	(13,361)	(6,968)	(1,142)
Inventory	(2,838)	1,184	(1,417)
Prepaid expenses and other	(441)	(2,629)	1,479
Other long-term assets	855	350	0
Accounts payable	19,880	2,806	(3,836)
Accrued Payroll	1,327	(2,379)	(21)
Accrued expenses	2,310	(123)	664
Accrued rebates and fees	58,765	23,531	(255)
Other liabilities	(711)	(392)	(80)
Related party payable	0	30,125	18,210
Other long-term liabilities	16	163	0
Net cash used for operating activities	(20,707)	(21,258)	(28,664)
Investing activities
Acquisition consideration paid in cash for Romeg intangible asset acquisition	(300)	(2,060)	0
Purchase of property and equipment	(30)	(7)	0
Net cash used for investing activities	(330)	(2,067)	0
Financing activities
Proceeds from issuance of shares under Standby Equity Purchase Agreements	35,458	0	0
Proceeds from issuance of Convertible Debentures	24,000	0	0
Repayment of Convertible Debentures	(15,625)	0	0
Proceeds from issuance of Revolving Facility	86,354	0	0
Repayment of Revolving Facility	(69,001)	0	0
Repayment of Oramed Note	(5,000)	0	0
Transaction costs paid related to the Business Combination	(1,372)	(2,949)	0
Payments of debt issuance costs	(380)	0	0
Disbursement of funds to Sorrento	(20,000)	0	0
Cash consideration paid in connection with share repurchase	(10,000)	0	0
Transaction costs paid in connection with share repurchase	(1,987)	0	0
Proceeds from the Business Combination	0	3,375	0
Proceeds from stock options and warrants exercised	1,135	96	0
Proceeds from related party payable	0	51,900	47,850
Proceeds from related party note payable	0	62,500	14,700
Proceeds from other loans	0	9,857	47,832
Repayment of principal on the Scilex Pharma Notes	0	(84,808)	(33,387)
Repayment on other loans	0	(18,800)	(48,832)
Net cash proceeds from financing activities	23,582	21,171	28,163
Net change in cash, cash equivalents and restricted cash	2,545	(2,154)	(501)
Cash, cash equivalents and restricted cash at beginning of period	2,184	4,338	4,839
Cash, cash equivalents and restricted cash at end of period	4,729	2,184	4,338
Supplemental disclosure:
Cash paid for interest	1,426	0	0
Non-cash investing and financing activities
Issuance of shares to B. Riley pursuant to B. Riley Purchase Agreement	1,869	0	0
Conversion of Convertible Debentures into common stock	7,735	0	0
Right-of-use assets obtained in exchange for operating lease liabilities with lease modification	2,523	0	0
Oramed Note issuance at fair value	106,252	0	0
Other non-cash consideration in connection with share repurchase	26,154	0	0
Excise tax in connection with share repurchase included in accrued expenses	1,310	0	0
Related party debt converted to equity pursuant to Debt Exchange Agreement	0	289,733	0
Deferred consideration for Romeg intangible asset acquisition	0	3,650	0
Promissory Note issued to Sorrento in exchange for the SP-104 license	0	4,162	0
Fair value adjustment to derivative liability in troubled debt restructuring	0	30,400	0
Scilex Pharma Notes principal increase	0	0	28,000
Transaction costs obligation assumed by Sorrento	$ 0	$ 5,148	$ 0

Nature of Operations and Basis

Nature of Operations and Basis of Presentation	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Nature of Operations and Basis of Presentation	1. Nature of Operations and Basis of Presentation Organization and Principal Activities Scilex Holding Company (“Scilex” and together with its wholly owned subsidiaries, the “ Company non-opioid The Company launched its first commercial product in October 2018, ZTlido (lidocaine topical system) 1.8% (“ZTlido”), a prescription lidocaine topical system that is designed with novel technology to address the limitations of current prescription lidocaine therapies by providing significantly improved adhesion and continuous pain relief throughout the 12-hour in-licensed FDA-approved, ready-to-use The Company is currently developing three product candidates, SP-102 (“SP-102” SP-103 (“SP-103”), SP-104 low-dose (“SP-104”), low-dose SP-102, SP-103 SP-104, Sorrento Chapter 11 Filing On February 13, 2023, Sorrento Therapeutics, Inc. (“Sorrento”), the Company’s then-controlling stockholder, and Sorrento’s wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (“Scintilla” and together with Sorrento, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ Chapter 11 proceedings are jointly administered under the caption In re Sorrento Therapeutics, Inc., et al., Case Number 23-90085 Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The accompanying consolidated financial statements include the accounts of the Company as well as its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation. Segments Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assessing performance. The Company has determined that its chief operating decision maker is its Chief Executive Officer, as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions. The Company is engaged primarily in the development of non-opioid Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates. Customer Concentration Risk Prior to April 2022, sales to the Company’s sole distributor represented 100% of net revenue. In April 2022, the Company announced the expansion of its direct distribution network to national and regional wholesalers and pharmacies. The Company had three and four customers during the years ended December 31, 2023 and 2022, respectively, each of which individually generated 10% or more of the Company’s total revenue. These customers accounted for 85% and 83% of the Company’s revenue for the years ended December 31, 2023 and 2022, respectively, individually ranging from 22% to 32% and 19% to 24%, respectively. As of December 31, 2023 and 2022, these customers represented 91% and 90% of the Company’s outstanding accounts receivable, respectively, individually ranging between 24% and 36% for both periods. Additionally, during the years ended December 31, 2023 and 2022, the Company purchased ZTlido inventory from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”). This exposes the Company to concentration of customer and supplier risk. The Company monitors the financial condition of its customers, limits its credit exposure by setting credit limits, and has not experienced any credit losses during the years ended December 31, 2023 and 2022. Fair Value Measurements Financial assets and liabilities are recorded at fair value on a recurring basis in the consolidated balance sheets. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, prepaid and other current assets, accounts payable and accrued expenses approximate to their fair value due to the short-term nature of these instruments. The derivative warrant liability associated with the Private Warrants (as defined below) is valued using the Black-Scholes option pricing model, which is further discussed in Note 4. The Company elected the fair value option to account for the Convertible Debentures (as defined below) in an aggregate principal amount of up to $25.0 million that were issued in March and April 2023 and for the Oramed Note (as defined below) in the principal amount of $101.9 million that was issued in September 2023 (see Note 7 titled “ Debt” Debt” Level 1 - Level 2 - Level 3 - Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments that are readily convertible into cash without penalty and with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value. Restricted cash as of December 31, 2023 consist of deposits placed in a segregated bank account as required under the terms of the Credit and Security Agreement, dated as of June 27, 2023, between Scilex Pharma and eCapital Healthcare Corp., which is discussed further in Note 7. Restricted cash is recorded as other long-term assets within the Company’s consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that together reflect the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, December 31, Cash and cash equivalents $ 3,921 $ 2,184 Restricted cash 808 —  Total cash, cash equivalents, and restricted cash $ 4,729 $ 2,184 Accounts Receivable, Net Accounts receivable are presented net of allowances for expected credit losses and prompt payment discounts. Accounts receivable consists of trade receivables from product sales to customers, which are generally unsecured. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for expected credit losses within accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have Inventory The Company determines inventory cost on a first-in, first-out on-hand pre-launch Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the respective lease on a straight-line basis. The cost of repairs and maintenance is expensed as incurred. Acquisitions The Company accounts for business combinations using the acquisition method of accounting, which requires that assets acquired, including in-process When the Company determines net assets acquired do not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets and, therefore, no goodwill is recorded and contingent consideration such as payments upon achievement of various developmental, regulatory and commercial milestones generally is not recognized at the acquisition date. In an asset acquisition, up-front The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates. Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite-lived until the completion or abandonment of the associated research and development efforts. Upon commercialization of the relevant research and development project, the Company amortizes the acquired IPR&D over its estimated useful life. Capitalized IPR&D is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable. Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite life, represents the excess cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. The Company has one reporting unit. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company performs a quantitative goodwill impairment test. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative goodwill impairment test. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, patent rights, and acquired technology, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic Contingent Consideration The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition, and is determined using a discounted cash flow model or Monte Carlo simulation model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with applicable milestones, discount rates and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the consolidated statement of operations. Other than contingent consideration that is accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging, contingent consideration arrangements assumed in an asset acquisition will be measured and accrued when such contingency is resolved. Public Warrants and Private Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants to purchase Common Stock, each with an exercise price of $11.50 per share (“Public Warrants” and “Private Warrants”, respectively, and collectively, the “SPAC Warrants”) that were issued by Vickers in connection with its initial public offering (declared effective by the Securities and Exchange Commission (“SEC”) on January 11, 2021) whereby holders of the public and private placement warrants are entitled to acquire ordinary shares of Vickers. Subsequent to the Business Combination, the Public Warrants were accounted for as equity per FASB ASC Subtopic No. 815-40, Subsequent to the Business Combination, the Private Warrants were accounted for as liabilities per ASC Subtopic 815-40. 815-40 fixed-for-fixed date, with fair value changes recognized in the statement of operations. The Company estimates the value of these warrants using a Black-Scholes option pricing formula Debt The Company may enter into financing arrangements, the terms of which involve significant assumptions and estimates. This involves estimating future net product sales, determining interest expense, determining the amortization period of the debt discount, as well as determining the classification between current and long-term portions. Convertible Debentures and the Oramed Note The Company has elected the fair value option to account for the Convertible Debentures (as defined in Note 2 “ Liquidity and Going Concern Fair Value Measurements Derivative Liabilities Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense. Research and Development Costs The Company expenses the cost of research and development as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and preclinical materials as well as other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with FASB ASC Topic 730, Research and Development. Income Taxes The provisions of the FASB ASC Topic 740, Income Taxes, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Subtopic 740-10, The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use Revenue Recognition The Company’s revenue is generated from product sales within the United States. The Company does not incur significant direct costs to obtain contracts with its customers. Revenue from product sales is comprised of sales of ZTlido and ELYXYB. The Company’s performance obligation with respect to sales of ZTlido and ELYXYB is satisfied at a point in time, when control is transferred upon delivery of product to the customer. The Company considers control to have transferred upon delivery because the customer has legal title to the product, physical possession of the product has been transferred to the customer, the customer has significant risks and rewards of ownership of the product, and the Company has a present right to payment at that time. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of December 31, 2023 and 2022 were not material. Revenues from product sales are recorded net of reserves established for commercial and government rebates, fees and chargebacks, wholesaler and distributor fees, sales returns and prompt payment discounts. Such variable consideration is estimated in the period of the sale and is estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations. Rebates and Chargebacks Rebates are discounts which the Company pays under either government or private health care programs. Government rebate programs include state Medicaid drug rebate programs, the Medicare coverage gap discount programs and the Tricare programs. Commercial rebate and fee programs relate to contractual agreements with commercial healthcare providers, under which the Company pays rebates and fees for access to and position on that provider’s patient drug formulary. Rebates and chargebacks paid under government programs are generally mandated under law, whereas private rebates and fees are generally contractually negotiated by the Company with commercial healthcare providers. Both types of rebates vary over time. The Company records a reduction to gross product sales at the time the customer takes title to the product based on estimates of expected rebate claims. The Company monitors the sales trends and adjusts for these rebates on a regular basis to reflect the most recent rebate experience and contractual obligations. Reserves for rebates and chargebacks are now separately presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheet. Prompt Payment Discounts The Company provides its customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. The prompt payment discount reserve is based on actual gross sales and contractual discount rates. Reserves for prompt payment discounts are included in accounts receivable, net on the consolidated balance sheets. Service Fees The Company compensates its customer and others in the distribution chain for wholesaler and distribution services. The Company has determined such services received to date are not distinct from the Company’s sale of products to the customer and, therefore, these payments have been recorded as a reduction of revenue. Product Returns The Company is obligated to accept the return of products sold that are expiring within six months, damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the term of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company estimates the amount of its product sales that may be returned by its customer and records this estimate as a reduction of revenue in the period the related product revenue is recognized. Co-Payment Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive co- co-payment Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation which establishes accounting for equity instruments exchanged for employee and consulting services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or non-employee’s For purposes of determining the inputs used in the calculation of stock-based compensation, the Company determines the expected life assumption for options issued using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period since the Company does not have historic exercise behavior. Then the Company determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in our consolidated statement of operations. Treasury Stock The Company uses the cost method to account for repurchases of its stock. In the computation of net (loss) income per share, treasury shares are not included as part of the outstanding shares. Net Loss per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class Under the two-class As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share. Recently Adopted Accounting Pronouncements In October 2021, FASB issued Accounting Standards Updates (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) 2021-08 2021-08 In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), 2022-03

Liquidity and Going Concern

Liquidity and Going Concern	12 Months Ended
	Dec. 31, 2023
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	2. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has assessed the Company’s ability to continue as a going concern for at least one year after the issuance date of the accompanying consolidated financial statements. On November 17, 2022, the Company entered into a standby equity purchase agreement (the “Original Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). On February 8, 2023, the Company entered into an amended and restated standby equity purchase agreement with Yorkville (the “A&R Yorkville Purchase Agreement”), amending, restating and superseding the Original Purchase Agreement. On January 8, 2023, the Company entered into a standby equity purchase agreement (the “B. Riley Purchase Agreement” and together with A&R Yorkville Purchase Agreement, the “Standby Equity Purchase Agreements”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to each of the Standby Equity Purchase Agreements, the Company has the right, but not the obligation, to sell to each of Yorkville and B. Riley up to $500.0 million of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at its request any time during the 36 months following the date on which the registration statement related to each such purchase agreement was initially declared effective by the SEC, subject to certain conditions, which are discussed further in Note 9. On, and effective as of, February 16, 2024, the Company and B. Riley mutually agreed to terminate the B. Riley Purchase Agreement. As consideration for Yorkville’s and B. Riley’s respective commitment to purchase shares of Common Stock at the Company’s direction, the Company issued 250,000 commitment shares to each of Yorkville (the “Yorkville Commitment Shares”) and B. Riley (the “B. Riley Commitment Shares”). On March 21, 2023, the Company entered into a securities purchase agreement with Yorkville (the “Yorkville SPA”), pursuant to which the Company would issue and sell to Yorkville convertible debentures in an aggregate principal amount of up to $25.0 million (the “Convertible Debentures”). As of December 31, 2023, Convertible Debentures in the principal amount of $25.0 million (for net cash proceeds of $24.0 million) were issued and sold pursuant to the Yorkville SPA, which is discussed further in Note 7. On June 27, 2023, Scilex Pharma entered into a Credit and Security Agreement (the “eCapital Credit Agreement”) with eCapital Healthcare Corp. (the “Lender”), pursuant to which the Lender shall make available loans (the “Revolving Facility”) in an aggregate principal amount of up to $30.0 million (the “Facility Cap”). The proceeds of the Revolving Facility will be used for (i) transaction fees incurred in connection with the eCapital Credit Agreement, (ii) working capital needs of Scilex Pharma and (iii) other uses not prohibited under the eCapital Credit Agreement. As of December 31, 2023, the Company has an outstanding balance of $17.0 million under the Revolving Facility. See Note 7 for additional discussion of the terms of the eCapital Credit Agreement. On December 22, 2023, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (the “Sales Agents”). Pursuant to the ATM Sales Agreement, the Company may offer and sell (the “Offering”) shares of Common Stock up to $170,000,000 (the “ATM Shares”), through or to the Sales Agents as part of the Offering. The Company has no obligation to sell any shares of Common Stock under the ATM Sales Agreement and may suspend offers thereunder at any time. The Offering will terminate upon (i) the election of the Sales Agents upon the occurrence of certain adverse events, (ii) three business days’ advance notice from the Company to the Sales Agents or a Sales Agent to the Company, or (iii) the sale of all $170,000,000 of shares of Common Stock thereunder. As of December 31, 2023, no sales of Common Stock had been made under the ATM Sales Agreement. As of December 31, 2023, the Company’s negative working capital was $203.6 million, including cash and cash equivalents of approximately $3.9 million. During the year ended December 31, 2023, the Company had operating losses of $105.4 million and cash flows used for operations of $20.7 million. The Company had an accumulated deficit of $490.2 million as of December 31, 2023. The Company has plans to obtain additional resources to fund its currently planned operations and expenditures for at least twelve months from the issuance of these consolidated financial statements through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions. The Company’s plans are also dependent upon the success of future sales of ZTlido and ELYXYB, among which ELYXYB is still in the early stages of commercialization, and the future commercialization of GLOPERBA. Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Acquisitions

Acquisitions	12 Months Ended
	Dec. 31, 2023
Disclosure Text Block [Abstract]
Acquisitions	3. Acquisitions SP-104 In May 2022, the Company acquired the Delayed Burst Release Low Dose Naltrexone asset and intellectual property rights for the treatment of chronic pain, fibromyalgia and chronic post-COVID syndrome (collectively, the “SP-104 SP-104 SP-104 SP-104 The Sales Milestone Payment and sale volume-based future royalties were determined to meet a scope exception for derivative accounting and will not be recognized until the contingencies are realized. The Development Milestone Payment represents a liability, which will be measured at fair value for each reporting period. As of December 31, 2023 and December 31, 2022, the contingent consideration associated with the Development Milestone Payment was $0.2 million, recorded in the other long-term liabilities. GLOPERBA License Agreement In June 2022, the Company entered into a license agreement (the “Romeg License Agreement”) with RxOmeg Therapeutics, LLC (a/k/a Romeg Therapeutics, Inc.) (“Romeg”). Pursuant to the Romeg License Agreement, among other things, Romeg granted the Company (a) a transferable license, with a right to sublicense, to (i) commercialize the pharmaceutical product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed Product” or “GLOPERBA”) in the United States (including its territories) (the “GLOPERBA Territory”), (ii) develop other products comprising the Initial Licensed Product as an active pharmaceutical ingredient (the “Licensed Products”) and commercialize any such products and (iii) manufacture Licensed Products anywhere in the world, solely for commercialization in the GLOPERBA Territory; and (b) an exclusive, transferable license, with a right to sublicense, to use the trademark GLOPERBA and logos, designs, translations, and modifications thereof in connection with the commercialization of the Initial Licensed Product solely in the GLOPERBA Territory. The Initial Licensed Product, GLOPERBA, was approved and made available in the United States in 2020. As consideration for the license under the Romeg License Agreement, the Company paid Romeg an up-front last-to-expire In connection with the Romeg License Agreement, the Company recorded an intangible asset for acquired licenses of $5.7 million, which is comprised of the upfront license fee of $2.0 million and deferred consideration of $3.7 million that is the present value of the future minimum royalty payments and immaterial transaction costs. No contingent consideration was recognized as a liability or included in the fair value of the assets as of December 31, 2023 or December 31, 2022. ELYXYB Acquisition On February 12, 2023, the Company entered into an asset purchase agreement (the “ELYXYB APA”) with BioDelivery Sciences International, Inc. (“BDSI”) and Collegium Pharmaceutical, Inc. (“Collegium”, and together with BDSI, the “Sellers”) to acquire the rights to certain patents, trademarks, regulatory approvals, data, contracts, and other rights related to ELYXYB and its commercialization in the United States and Canada (the “ELYXYB Territory”). As consideration for the acquisition, the Company assumed various rights and obligations under the asset purchase agreement between BDSI and Dr. Reddy’s Laboratories Limited, a company incorporated under the laws of India (“DRL”), dated August 3, 2021 (the “DRL APA”), including an irrevocable, royalty-free, exclusive license to know-how DRL on net sales of ELYXYB in the ELYXYB Territory. In April 2023, the Company launched ELYXYB in the U.S. As of December 31, 2023, the Company had ending balances of accrued royalty payables of $5.0 thousand. As of December 31, 2023, no sales or regulatory milestone payments had been accrued

Fair Value Measurements

Fair Value Measurements	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair Value Measurements	4. Fair Value Measurements The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands): December 31, 2023 Balance Quoted Prices Significant Significant Liabilities Oramed Note $ 104,089 $ —  $ —  $ 104,089 Convertible Debentures 4,340 —  —  4,340 Derivative liabilities 1,518 —  —  1,518 Other long-term liabilities 179 —  —  179 Total liabilities measured at fair value $ 110,126 $ —  $ —  $ 110,126 December 31, 2022 Balance Quoted Prices Significant Significant Liabilities Derivative liabilities $ 1,231 $ —  $ —  $ 1,231 Other long-term liabilities 163 —  —  163 Total liabilities measured at fair value $ 1,394 $ —  $ —  $ 1,394 The Oramed Note In September 2023, the Company issued a senior secured promissory note to Oramed Pharmaceuticals Inc. (“Oramed”) in the principal amount of $101.9 million (the “Oramed Note”) (see Note 7). The Company elected the fair value option to account for the Oramed Note with any changes in the fair value of the note recorded in the consolidated statements of operations. The Company uses a discounted cash flow model to determine the fair value of the Oramed Note based on Level 3 inputs. This methodology discounts the interest and principal payments using a risk-adjusted discount rate. The fair value as of December 31, 2023 was determined to be $104.1 million by applying a discount rate of 13.05%. For the year ended December 31, 2023, the Company recorded $2.8 million in change in fair value of the Oramed Note. Convertible Debentures In March and April 2023, the Company issued the Convertible Debentures in the principal amount of $25.0 million (see Note 7). The Convertible Debentures are measured at fair value on a recurring basis using Level 3 inputs. The Company uses the Binomial Lattice Model valuation technique to measure the fair value of the Convertible Debentures with any changes in the fair value of the Convertible Debentures recorded in the consolidated statements of operations. Interest expense related to the Convertible Debentures is included in the changes in fair value. For the year ended December 31, 2023, the Company recorded $4.4 million in change in fair value of the Convertible Debentures. A summary of inputs used in valuing the Convertible Debentures is as follows: December 31, Risk -Free Rate 5.31 % Corporate Bond Yield 15.60 % Coupon Interest Rate 7.0 % Volatility 70.0 % Dividend Yield 0.0 % Conversion Price $ 8.00 Derivative Liabilities The Company recorded a gain of $0.5 million and $8.3 million and a loss of $0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively, on derivative liabilities which was attributed to the Private Warrants that the Company assumed from Vickers in November 2022 in connection with the Business Combination and compound derivative liabilities associated with the senior secured notes issued by Scilex Pharma in September 2018 (the “Scilex Pharma Notes”), respectively. The fair value of the derivative liability associated with the Scilex Pharma Notes decreased by $30.4 million immediately after entry into Amendment No. 4 to the Scilex Pharma Notes on June 2, 2022 (“Amendment No. 4”). The fair value of the derivative liability associated with the Scilex Pharma Notes was estimated using the discounted cash flow method combined with a Monte Carlo simulation model including consideration of the terms of Amendment No. 4. Significant Level 3 assumptions used in the measurement included a 6.1% risk adjusted net sales forecast and an effective debt yield of 21.5%. The Scilex Pharma Notes were fully extinguished in September 2022 and, as such, there were no remaining loan derivative liabilities associated with the Scilex Pharma Notes as of December 31, 2022. At the closing of the Business Combination in November 2022, the Company assumed a derivative warrant liability of $2.5 million related to the Private Warrants. As of December 31, 2023, 3,613,383 Private Warrants were outstanding, and the fair value of derivative warrant liability related to the Private Warrants was $1.5 million. The following table includes a summary of the derivative liabilities measured at fair value during the three years ended December 31, 2023, 2022 and 2021 (in thousands): Fair Value Ending Balance as of December 31, 2020 $ 35,400 Re-measurement 300 Ending Balance as of December 31, 2021 35,700 Private warrant liability acquired as part of the Business Combination 2,545 Forfeiture of Private Warrants 1,696 Change in fair value measurement (38,710 ) Ending Balance as of December 31, 2022 1,231 Change in fair value measurement 512 Forfeiture of Private Warrants (225 ) Ending Balance as of December 31, 2023 $ 1,518 Warrant Liability Measurement The derivative warrant liability was valued using the Black-Scholes option pricing model, which is considered to be Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the warrant is the expected volatility of the Common Stock. The expected volatility assumption is based on historical volatilities of comparable companies whose share prices are publicly available as well as the implied volatility of the Public Warrants (see Note 9). A summary of the inputs used in valuing the derivative warrant liabilities is as follows: December 31, December 31, Equity value $ 2.04 $ 3.99 Exercise price $ 11.50 $ 11.50 Term, in years 3.86 4.86 Volatility 76.0 % 35.0 % Risk-free rate 3.90 % 3.94 % Dividend yield 0.0 % 0.0 % Call option value $ 0.42 $ 0.30 Contingent Consideration Related to SP-104 The Development Milestone Payment related to the SP-104 Upon the achievement of FDA approval for a new drug application for SP-104, SP-104, SP-104, There were no transfers between fair value measurement levels during the years ended December 31, 2023, 2022 and 2021.

Balance Sheet Components

Balance Sheet Components	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Balance Sheet Components	5. Balance Sheet Components Property and Equipment, Net Property and equipment, net, consists of the following (in thousands): December 31, December 31, Construction in progress $ 689 $ 689 Furniture 5 118 Computers and equipment 36 77 Leasehold improvements 50 55 Property and equipment, gross 780 939 Less: Accumulated depreciation (58 ) (167 ) Property and equipment, net $ 722 $ 772 The Company recognized depreciation expense of $40.0 thousand, $40.0 thousand and $39.0 thousand for the years ended December 31, 2023, 2022 and 2021, respectively. Accrued Expenses Accrued expenses consists of the following (in thousands): December 31, December 31, Accrued professional service fees $ 2,029 $ 2,024 Accrued sales and marketing costs 1,601 574 Accrued research and development costs 1,546 459 Accrued tax payable 1,452 —  Accrued others 780 79 Accrued expenses $ 7,408 $ 3,136

Goodwill and Intangible Assets

Goodwill and Intangible Assets	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Goodwill and Intangible Assets	6. Goodwill and Intangible Assets As of December 31, 2023 and 2022, the Company had recorded goodwill of $13.5 million. No goodwill impairment was recognized for the years ended December 31, 2023, 2022 and 2021. Amortization of the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives. A summary of the Company’s identifiable intangible assets as of December 31, 2023 and December 31, 2022 is as follows (in thousands): December 31, 2023 Gross Carrying Accumulated Intangibles, Patent rights $ 32,630 $ 15,591 $ 17,039 Acquired technology 21,940 7,679 14,261 Acquired licenses 5,711 551 5,160 Assembled workforce 500 475 25 Total intangible assets $ 60,781 $ 24,296 $ 36,485 December 31, 2022 Gross Carrying Accumulated Intangibles, Patent rights $ 32,630 $ 13,415 $ 19,215 Acquired technology 21,940 6,216 15,724 Acquired licenses 5,711 184 5,527 Assembled workforce 500 375 125 Total intangible assets $ 60,781 $ 20,190 $ 40,591 As of December 31, 2023, the weighted average remaining life for identifiable intangible assets was 9.4 years. Aggregate amortization expense was $4.1 million, $3.9 million and $3.7 million for the years ended December 31, 2023, 2022 and 2021, respectively. Patent rights and acquired technology are amortized over a 15-year 5-year Estimated future amortization expense related to intangible assets as of December 31, 2023 is as follows (in thousands): Amount 2024 $ 4,031 2025 4,006 2026 4,006 2027 4,006 2028 4,006 Thereafter 16,430 Total $ 36,485

Debt

Debt	12 Months Ended
	Dec. 31, 2023
Debt Disclosure [Abstract]
Debt	7. Debt Convertible Debentures On March 21, 2023, the Company entered into the Yorkville SPA, pursuant to which the Company would issue and sell to Yorkville Convertible Debentures in an aggregate principal amount of up to $25.0 million. The Yorkville SPA provides that the Convertible Debentures would be issued and sold at a purchase price equal to 96% of the applicable principal amount in three tranches as follows: (i) $10.0 million upon the signing of the Yorkville SPA, which was funded on March 21, 2023; (ii) $7.5 million upon the filing of a registration statement on Form S-1 The Convertible Debentures bear interest at an annual rate of 7.00% and were initially set to mature on December 21, 2023. On October 11, 2023, the Company and Yorkville amended the Convertible Debentures. The Default Conversion Price (as defined therein) was originally set not to fall below $2.00 per share and such floor price has been amended to mean a price per share of Common Stock equal to 95% of the lowest daily VWAP (as defined therein) during the five consecutive trading days immediately preceding the conversion date, but not lower than $0.50 per share. The maturity date of the Convertible Debentures was also extended from December 21, 2023 to March 15, 2024. The outstanding principal amount is to be repaid in equal installments that are due every 30 days beginning on May 20, 2023, which is 60 days after the date on which the first Convertible Debenture was issued to Yorkville. The Convertible Debentures provide a conversion right, in which any portion of the outstanding and unpaid principal and any accrued but unpaid interest may be converted into shares of Common Stock, at a conversion price of $8.00 per share at the option of the holder of the Convertible Debentures. The Company has the option to repay either (i) in cash, with premium equal to 5% in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement, or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company. In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts. The Company has the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount. The Company has elected the fair value option for the Convertible Debentures and records the changes in the fair value within the consolidated statements of operations at the end of each reporting period. Pursuant to the Yorkville SPA, the Company issued additional Convertible Debentures in an aggregate principal amount of $15.0 million in April 2023 for $14.4 million in net cash proceeds. In April 2023, Yorkville elected to convert $5.0 million of the outstanding principal and accrued interest of the first Convertible Debentures issued to Yorkville, resulting in the issuance of 632,431 shares of Common Stock at a conversion price of $8.00 per share and reducing the outstanding Convertible Debentures fair value balance by $4.4 million. The Company repaid $15.6 million of the Convertible Debentures during the year ended December 31, 2023. Interest expense related to the Convertible Debentures and included in the changes in fair value The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands): December 31, Beginning Balance as of January 1, 2023 $ —  Issuance of Convertible Debentures 24,000 Repayment of Convertible Debentures (15,625 ) Change in fair value of Convertible Debentures 3,700 Conversion of Convertible Debentures into Common Stock (7,735 ) Ending Balance as of December 31, 2023 $ 4,340 Revolving Facility On June 27, 2023, Scilex Pharma entered into the eCapital Credit Agreement, pursuant to which the Lender shall make available the Revolving Facility in an aggregate principal amount of up to $30.0 million. The Facility Cap may, at the request of Scilex Pharma and with the consent of the Lender, be increased in increments of $250,000 at such time as the outstanding principal balance under the eCapital Credit Agreement equals or exceeds 95% of the then-existing Facility Cap. The amount available to Scilex Pharma under the Revolving Facility at any one time is the lesser of the Facility Cap and 85% of the Net Collectible Value of Eligible Receivables (each as defined therein) minus the amount of any reserves or adjustments against receivables required by the Lender, in its discretion. Under the terms of the eCapital Credit Agreement, interest will accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.5%, based on a year consisting of 360 days, and which shall be payable by Scilex Pharma monthly in arrears, commencing July 1, 2023. The eCapital Credit Agreement provides for an early termination fee of 0.5% of the Facility Cap if Scilex Pharma voluntarily prepays and terminates in full the Revolving Facility prior to the first anniversary of the closing of the Revolving Facility. In connection with the eCapital Credit Agreement, Scilex Pharma and the Lender entered into blocked account control agreements with respect to Scilex Pharma’s collections and eCapital Credit Agreement funding accounts, which permit the Lender to sweep all funds in the collections account to an account of the Lender for application to the outstanding amounts under the Revolving Facility, and to exercise customary secured party remedies with respect to the eCapital Credit Agreement funding account. All indebtedness incurred and outstanding under the eCapital Credit Agreement will be due and payable in full on July 1, 2026, unless the eCapital Credit Agreement is earlier terminated. The eCapital Credit Agreement contains a financial covenant requiring Scilex Pharma to maintain cash on hand of at least $1.0 million at all times. Scilex Pharma’s obligations under the eCapital Credit Agreement are secured by a continuing security interest in Scilex Pharma’s accounts receivable, arising from customers in the ordinary course of business. The eCapital Credit Agreement contains customary events of default and also provides that an event of default includes a change of control of Scilex Pharma and the failure by the Company to issue at least $75.0 million of debt or equity by September 30, 2023, which condition was satisfied by the issuance of the Oramed Note. As of December 31, 2023, Scilex Pharma has an outstanding balance of $17.0 million under the Revolving Facility, which is classified as a long-term liability in the consolidated balance sheet. On September 21, 2023, Scilex Pharma signed a subordination agreement (the “Subordination Agreement”) with the Lender and Acquiom Agency Services LLC (the “Agent”). Pursuant to the Subordination Agreement, the rights and interests of the Lender under the eCapital Credit Agreement would be secured by first priority liens on the ABL Priority Collateral (as defined therein). The ABL Priority Collateral consists of all of the Company’s properties identified in the description of collateral in the UCC-1 The Oramed Note On September 21, 2023, the Company entered into a securities purchase agreement with Oramed (the “Scilex-Oramed SPA”), pursuant to which the Company issued the Oramed Note. The Oramed Note, which has a principal amount of $101.9 million, matures on March 21, 2025. It is payable in six principal installments, with the first installment of $5.0 million payable on December 21, 2023, the second installment in the principal amount of $15.0 million payable on March 21, 2024, the next three installments each in the principal amount of $20.0 million payable on each of June 21, 2024, September 21, 2024 and December 21, 2024 and the last installment in the entire remaining principal balance of the Oramed Note payable on March 21, 2025. in-kind one-year The Oramed Note contains affirmative and negative covenants binding on the Company and its subsidiaries, which restrict, among other things, the Company and its subsidiaries from incurring indebtedness or liens, amending charter and organizational documents, repaying or repurchasing stock, repaying, repurchasing, or acquiring indebtedness, paying or declaring cash dividends, assigning, selling, transferring or otherwise disposing of assets, making or holding investments, entering into transactions with affiliates, and entering into settlement agreements, in each case as more fully set forth in, and subject to certain qualifications and exceptions set forth in, the Oramed Note. The Company was in compliance with all of the covenants as of December 31, 2023. In connection with the Oramed Note, the Company and each of its subsidiaries (collectively, the “Guarantors”) entered into a security agreement (the “Security Agreement”) with Oramed (together with its successors and permitted assigns, the “Holder”) and the Agent, which acts as the collateral agent for the holders of the Oramed Note. Under this agreement, the Company and the Guarantors granted to the Agent (on behalf of and for the benefit of the holders of the Oramed Note and any Additional Notes as defined thereunder) a security interest in all or substantially all of the properties of the Company and each of the Guarantors. This was done to ensure the timely payment, performance, and full discharge of all obligations under the Oramed Note. The Security Agreement contains certain customary representations, warranties and covenants regarding the collateral thereunder, all of which are detailed in the Security Agreement. At issuance, the Company concluded that certain features of the Oramed Note would be considered derivatives that would require bifurcation. In lieu of bifurcating such features, the Company has elected the fair value option for this financial instrument and records the changes in the fair value within the consolidated statements of operations at the end of each reporting period. As of December 31, 2023, the fair value of the Oramed Note was $104.1 million, which is classified as a current liability in the consolidated balance sheet. The following table provides a summary of the changes in the balance and the estimated fair value of the Oramed Note (in thousands): December 31, Beginning Balance as of January 1, 2023 $ —  Issuance of Oramed Note 106,252 Change in fair value of Oramed Note 2,837 Repayment of Oramed Note (5,000 ) Ending Balance as of December 31, 2023 $ 104,089

Junior DIP Facility and Sorrent

Junior DIP Facility and Sorrento Stock Purchase Agreement	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Junior DIP Facility and Sorrento Stock Purchase Agreement	8. Junior DIP Facility and Sorrento Stock Purchase Agreement Junior DIP Facility In July 2023, the Company entered into an agreement to provide Sorrento with a non-amortizing On September 21, 2023, Sorrento’s obligations under the Junior DIP Facility were waived and deemed to be fully settled in conjunction with the Sorrento SPA as described below. Consequently, the transfer of funds associated with the Junior DIP Facility was deemed and accounted for as a capital distribution to Sorrento. Sorrento Stock Purchase Agreement On September 21, 2023, the Company entered into a Stock Purchase Agreement with Sorrento (“Sorrento SPA”), pursuant to which the Company purchased from Sorrento (i) 60,068,585 shares of Common Stock, (ii) 29,057,097 shares of Series A Preferred Stock, par value $0.0001 per share, of the Company (the “Preferred Stock”) and (iii) 1,386,617 Public Warrants and 3,104,000 Private Warrants (collectively, the “Purchased Securities”). On the same day, the Company and Oramed entered into the Scilex-Oramed SPA. The Company concluded that the Sorrento SPA and the Scilex-Oramed SPA were entered in contemplation of each other and the issuance of the Oramed Note was accounted as part of the consideration payable for the Purchased Securities acquired from Sorrento. Pursuant to the terms of the Scilex-Oramed SPA, the Company issued the Oramed Note (see Note 7), which replaced Sorrento’s outstanding obligations to Oramed, warrants to purchase up to an aggregate of 4,500,000 shares of Common Stock (the “Closing Penny Warrant”) with an exercise price of $0.01 per share and restrictions on exercisability, and warrants to purchase up to an aggregate of 8,500,000 shares of Common Stock (the “Subsequent Penny Warrants” and together with the Closing Penny Warrant, the “Penny Warrants”), each with an exercise price of $0.01 per share and each with restrictions on exercisability. Additionally, the Company agreed to transfer to Oramed 4,000,000 SPAC Warrants, which were acquired by the Company under the Sorrento SPA. There was no change in the terms for the warrants transferred to Oramed as a result of the transactions described above. The remaining consideration for the Purchased Securities was comprised of a credit bid for all amounts of principal and accrued but unpaid interest outstanding under the Junior DIP Facility, a $10.0 million cash payment, and the assumption and assignment of certain obligations of Sorrento for legal fees and expenses amounting to approximately $12.3 million. The Company allocated the total consideration between the repurchased instruments by allocating to the repurchased Private Warrants their full value, with the remaining consideration allocated to the Common Stock, Preferred Stock, and Public Warrants based on their relative fair values as of September 21, 2023. Before the closing of the Sorrento SPA transactions and in connection with the transactions contemplated by the Sorrento SPA, the Company formed two entities: (a) Scilex DRE Holdings LLC (“Holdco”), a single purpose entity that is the Company’s direct wholly owned subsidiary and (b) Scilex Stock Acquisition Joint Venture LLC, a single purpose bankruptcy-remote entity that is the Company’s indirect wholly owned subsidiary (“SCLX JV”), which was formed to hold the Purchased Securities. Holdco was formed to hold all of the equity interests in SCLX JV. Holdco and SCLX JV are parties to the Security Agreement and Subsidiary Guarantee (see Note 7). Preferred Stock Pursuant to the terms of the Sorrento SPA, the Company repurchased all of the outstanding Preferred Stock. The Preferred Stock is classified in equity and does not have any bifurcated features. Therefore, the repurchase of the Preferred Stock by the Company is treated as a redemption of shares and viewed as a deemed dividend. The fair value of Preferred Stock as of the repurchase date of September 21, 2023 was $52.6 million. The Company derecognized the carrying value of the Preferred Stock, with any excess amount allocated as the reduction in additional paid-in Treasury Stock The Common Stock that has been repurchased by the Company under the Sorrento SPA is not intended for constructive retirement, and is being held as collateral for the Oramed Note. In accordance with treasury stock accounting guidance, the consideration allocated to Common Stock is presented under a separate caption of Treasury Stock as a reduction of equity. Penny Warrants The Closing Penny Warrant will be exercisable upon the earliest of (i) March 14, 2025, (ii) the date on which the Oramed Note has been repaid in full and (iii) the Management Sale Trigger Date (as defined therein), if any, and will expire on the date that is the fifth anniversary of the issuance date. The Company issued four Subsequent Penny Warrants, each for 2,125,000 shares of Common Stock, one of which shall vest and become exercisable on the date that is the later of (i) each of March 19, 2024, June 17, 2024, September 15, 2024 or December 14, 2024 (the “Subsequent Penny Warrant Vesting Date”) and (ii) the earliest of (A) March 14, 2025, (B) the date on which the Oramed Note has been repaid in full and (C) the Management Sale Trigger Date (as defined therein), if any. Each Subsequent Penny Warrant will expire on the date that is the fifth anniversary of the issuance date; provided that, if the Oramed Note is repaid in full prior to the Subsequent Penny Warrant Vesting Date applicable to such Subsequent Penny Warrant, such Subsequent Penny Warrant will expire on the date the Oramed Note is repaid in full. The exercise price of the Penny Warrants is $0.01 per share, subject to adjustments provided therein. The exercise price and number of shares of Common Stock issuable upon the exercise of the Penny Warrants will be subject to adjustment in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction, as described in the Penny Warrants; provided that there shall not be any adjustment to the exercise price of the Penny Warrants in the event the Company combines (by combination, reverse stock split or otherwise) its Common Stock into a smaller number of shares. Oramed may exercise the Penny Warrants by means of a “cashless exercise.” The Closing Penny Warrant and the Subsequent Penny Warrants utilize the same form of warrant. The Penny Warrants may not be exercised if Oramed, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Oramed Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, Oramed may increase or decrease the Oramed Beneficial Ownership Limitation. The Company accounted for the Penny Warrants as an equity classified instrument as they are indexed to the Company’s own stock and meet the conditions to be classified in equity under FASB ASC 815, Derivatives and Hedging, paid-in Excise Tax In December 2022, the Department of the Treasury and the Internal Revenue Service (the “IRS”) issued guidelines on the implementation of the new code section added by the Inflation Reduction Act of 2022, which imposes a 1% excise tax on the total fair market value of stock repurchases during the tax year, subject to adjustments. Pursuant to the terms of the Sorrento SPA, the Company repurchased the Purchased Securities from Sorrento. The total fair market value of the Purchased Securities was offset by the fair market value of the shares issued during the year ended December 31, 2023. The Company has accrued $1.3 million of the excise tax liability, which is recorded as accrued expenses under current liabilities on the consolidated balance sheet. The excise tax will be adjusted based on any new guidance that the IRS may release.

Stockholders' Equity

Stockholders' Equity	12 Months Ended
	Dec. 31, 2023
Stockholders' Equity Note [Abstract]
Stockholders' Equity	9. Stockholders’ Equity SPAC Warrants Upon the completion of the Business Combination, the Company assumed the SPAC Warrants. Holders of the SPAC Warrants are entitled to acquire shares of Common Stock. The SPAC Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the reported last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. The Company will not be required to net cash settle the SPAC Warrants. The Public Warrants are equity-classified warrants and recognized in additional paid-in During the year ended December 31, 2023, the SPAC Warrants held by Sorrento were repurchased, and certain of such warrants transferred to Oramed, as a result of the Sorrento SPA (refer to Note 8). As of December 31, 2023 and 2022, there were 6,854,309 and 6,899,988 Public Warrants outstanding, respectively. As of December 31, 2023 and 2022, there were 3,613,383 and 4,104,000 Private Warrants outstanding, respectively. Preferred Stock As of December 31, 2023 and 2022, there were 29,057,097 shares of Preferred Stock outstanding. On September 21, 2023, the Preferred Stock was repurchased and derecognized for accounting purposes. The Preferred Stock is currently held as collateral for the Oramed Note. Treasury Stock As of December 31, 2023, there were 60,068,585 shares of Treasury Stock. A&R Yorkville Purchase Agreement Pursuant to the A&R Yorkville Purchase Agreement, the Company has the right, but not the obligation, in its sole and absolute discretion, to sell to Yorkville up to $500.0 million of shares of Common Stock at its request and subject to certain conditions by delivering written notice to Yorkville at any time until the first day of the month following the 36-month S-1 S-1 No. 333-268607) In connection with the execution of the Original Purchase Agreement, the Company issued to Yorkville 250,000 shares of Common Stock. During the year ended December 31, 2023, the Company sold 11,552,074 shares of Common Stock pursuant to the A&R Yorkville Purchase Agreement for aggregate net proceeds of $32.3 million. B. Riley Purchase Agreement Pursuant to the B. Riley Purchase Agreement, the Company has the right, but not the obligation, to sell to B. Riley up to $500.0 million of shares of Common Stock, subject to certain limitations and conditions set forth therein, from time to time at the Company’s sole and absolute discretion, during the term of the B. Riley Purchase Agreement. The Company’s right to sell shares of Common Stock pursuant to the B. Riley Purchase Agreement shall end on the first day of the month following the 36-month S-1 No. 333-269205) The shares of Common Stock, if any, that the Company elects to sell to B. Riley pursuant to an advance under the B. Riley Purchase Agreement will be purchased at a price equal to 98% of the VWAP (as defined in such agreement) during the pricing period prescribed therein. In connection with the execution of the B. Riley Purchase Agreement, the Company issued to B. Riley 250,000 shares of Common Stock. During the year ended December 31, 2023, the Company sold an aggregate of 1,414,554 shares of Common Stock for aggregate net proceeds of $3.2 million. On, and effective as of, February 16, 2024, the Company and B. Riley mutually agreed to terminate the B. Riley Purchase Agreement. Stock Issued under Settlement Agreement with Hudson Bay Parties In August 2023, the Company, along with Hudson Bay Capital Management LP (“Hudson Bay”), Cove Lane Onshore Fund, LLC (“Cove Lane”), and HBC Investments LLC (“HBC” and collectively, the “Hudson Bay Parties”), entered into several agreements. Under these agreements, the Company agreed to issue and sell up to $118.6 million in securities and warrants to the Hudson Bay Parties. However, on September 15, 2023, a settlement agreement was reached and released all claims related to the previous agreements. The Company acknowledged payments of $8.65 million made to the Hudson Bay Parties as properly earned. To satisfy remaining obligations, the Company agreed to issue shares of Common Stock to Cove Lane and HBC worth $0.3 million and $0.5 million, respectively. This resulted in the issuance of an aggregate of 474,683 shares of Common Stock on September 25, 2023. At-the-Market On December 22, 2023, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (the “Sales Agents”). Pursuant to the ATM Sales Agreement, the Company may offer and sell (the “Offering”) shares of Common Stock up to $170,000,000 (the “ATM Shares”), through or to the Sales Agents. The Company has no obligation to sell any shares of Common Stock under the ATM Sales Agreement and may suspend offers at any time. The Offering will terminate upon (i) the election of the Sales Agents upon the occurrence of certain adverse events, (ii) three business days’ advance notice from the Company to the Sales Agents or a Sales Agent to the Company, or (iii) the sale of all $170,000,000 of shares of Common Stock thereunder. The ATM Shares offered and sold in the Offering will be issued pursuant to the Company’s shelf registration statement on Form S-3 (the S-3 S-3 The Sales Agents are entitled to a commission equal to 3.0% of the gross proceeds from each sale of shares of Common Stock. The Company will also reimburse the Sales Agents for certain expenses and has agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. As of December 31, 2023, no sales of Common Stock had been made under the ATM Sales Agreement.

Stock Incentive and Employee Be

Stock Incentive and Employee Benefit Plans	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Stock Incentive and Employee Benefit Plans	10. Stock Incentive and Employee Benefit Plan 2017 Scilex Pharmaceuticals Inc. Equity Incentive Plan In June 2017, the Board of Directors of the Company adopted the Scilex Pharmaceuticals Inc. Equity Incentive Plan (the “Scilex Pharma 2017 Plan”). In connection with the corporate reorganization in March 2019, the Scilex Pharma 2017 Plan was terminated. Accordingly, after such time, no additional awards were granted under the Scilex Pharma 2017 Plan. Scilex Holding Company 2019 Stock Option Plan In May 2019, the Board of Directors of the Company adopted the Scilex Holding Company 2019 Stock Option Plan (the “2019 Stock Option Plan”), which subsequently was amended in December 2020. The 2019 Stock Option Plan was terminated at the closing of the Business Combination, and no further awards have been granted under the 2019 Stock Option Plan thereafter. However, the 2019 Stock Option Plan will continue to govern outstanding awards granted thereunder. Scilex Holding Company 2022 Equity Incentive Plan In October 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”). The total number of shares of Common Stock for which incentive stock options (“ISOs”) may be granted under the Equity Incentive Plan is not to exceed 20,276,666 shares, which was increased from 14,622,712 as a result of the automatic annual increase on January 1, 2023 pursuant to the Equity Incentive Plan provisions. On May 4, 2023, the Company’s stockholders approved the amendment to the Equity Incentive Plan to (i) increase the number of shares authorized for issuance thereunder by 10,000,000 shares from 20,276,666 shares to 30,276,666 shares, (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of ISOs to 30,276,666 shares, and (iii) modify the commencement date of the automatic increase in the number of shares authorized for issuance thereunder pursuant to the exercise of ISOs to January 1, 2024. As of December 31, 2023, options to purchase 33,123,798 shares of Common Stock were outstanding under all equity incentive plans. The Company non-employee non-employee non-employee non-employee non-employee Tien-Li non-employee non-employee Scilex Holding Company 2023 Inducement Plan On January 17, 2023, the compensation committee of the Board of Directors of the Company adopted the Scilex Holding Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory The following table summarizes stock option activity during the year ended December 31, 2023 (shares in thousands): Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 16,939 $ 1.68 7.0 $ 38,942 Granted 17,610 $ 7.02 Exercised (365 ) $ 1.68 Forfeited/Cancelled (1,060 ) $ 6.36 Outstanding as of December 31, 2023 33,124 $ 4.38 7.5 $ 7,459 Exercisable as of December 31, 2023 18,990 $ 2.78 6.3 $ 5,600 Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Common Stock for the options that had exercise prices that were lower than the per share fair value of the Common Stock as of the measurement date of the intrinsic value. The weighted-average grant date fair value per share of stock options granted during the year ended December 31, 2023 was $3.24 per share. The total intrinsic values of options exercised during the years ended December 31, 2023, 2022, and 2021 were $1.1 million, $0.3 million, and nil, respectively. Total stock-based compensation recorded within operating expenses was $14.6 million, $5.3 million and $5.8 million for the years ended December 31, 2023, 2022 and 2021, respectively. The total unrecognized compensation costs related to unvested employee and non-employee Scilex Holding Company 2022 Employee Stock Purchase Plan In October 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “ESPP”). The purchase price of the Common Stock is equal to 85% of the lesser of the market value of such shares at the beginning of an offering period or the date of purchase. As of December 31, 2023, the total number of shares of Common Stock that may be issued under the ESPP shall not exceed 2,875,759, which was increased from 1,462,271 shares as a result of automatic annual increase on January 1, 2023. Total stock-based compensation recorded as operating expense for the ESPP was $21.0 thousand and nil for the year ended December 31, 2023 and 2022, respectively. Valuation Assumptions The Company calculates the fair value of stock options and ESPP awards granted to employees and nonemployees using the Black-Scholes option-pricing method. The Black-Scholes option-pricing method requires the use of subjective assumptions. The following assumptions were used in the Black-Scholes options pricing model to estimate stock-based compensation on the date of grant for stock options and ESPP: Year Ended Stock options: Expected dividend yield 0.00% Expected volatility 40.00% - 77.00% Risk-free interest rate 3.59% - 4.74% Term of options (in years) 6.25 Employee stock purchase plan: Expected dividend yield 0.00% Expected volatility 117.57% Risk-free interest rate 5.33% Expected life (in years) 0.50 Employee Benefit Plan The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $0.5 million, $0.3 million and $0.3 million for the years ended December 31, 2023, 2022 and 2021, respectively. Retainer Shares On February 13, 2023, the Company entered into a Stock Issuance Agreement (the “SIA”) with a law firm for the provision of legal services to the Company. Under the SIA, the Company issued 4,000,000 shares of Common Stock to the law firm (the “Retainer Shares”). The Retainer Shares are held by the law firm as collateral for the current and future outstanding legal fees due from the Company. At the option of the law firm, the Retainer Shares may be sold and the net proceeds may be applied against the outstanding legal fees. The Retainer Shares not applied against the outstanding legal fees due will be returned to the Company. As of December 31, 2023, it was not probable that any of the Retainer Shares would be applied against any outstanding legal fees.

Commitments and Contingencies

Commitments and Contingencies	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Commitments and Contingencies	11. Commitments and Contingencies Product Development Agreement In February 2013, Scilex Pharma became a party to a product development agreement (as amended, the “Product Development Agreement”) with Itochu and Oishi Koseido Co., Ltd. (“Oishi,” and together with Itochu, the “Developers”), pursuant to which the Developers will manufacture and supply lidocaine tape products, including ZTlido and SP-103 Pursuant to the Product Development Agreement, Scilex Pharma is required to make aggregate royalty payments between 25% and 35% to the Developers based on net profits. For the years ended December 31, 2023 and 2022, Scilex Pharma made royalty payments in the amount of $8.3 million and $2.3 million. As of December 31, 2023 and 2022, Scilex Pharma had ending balances of accrued royalty payables of $2.4 million and $2.2 million, respectively. Total royalty expense recorded within cost of revenue was $8.5 million and $4.5 million for the years ended December 31, 2023 and 2022, respectively. Net profits are defined as net sales, less cost of goods and marketing expenses. Net sales are defined as total gross sales of any Product, less all applicable deductions, to the extent accrued, paid or allowed in the ordinary course of business with respect to the sale of such Product, and to the extent that they are in accordance with GAAP. If Scilex Pharma were to sublicense the licensed technologies, the Developers will receive the same proportion of any sublicensing fees received therefrom. The Product Development Agreement will continue in full force and effect until October 2, 2028, the date that is ten years from the date of the first commercial sale of ZTlido. The Product Development Agreement will renew automatically for subsequent successive one-year 6-month On February 16, 2017, Scilex Pharma entered into a Commercial Supply Agreement (as amended, the “Supply Agreement”) with the two Developers to provide commercial supply of ZTlido and SP-103 Litigation In the normal course of business, the Company may be named as a defendant in one or more lawsuits. Other than the following four lawsuits, the Company is not a party to any outstanding material litigation and management is not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations. From time to time the Company may become involved in various legal proceedings, including those that may arise in the ordinary course of business. Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc. Litigation On February 23, 2021, the Company filed an action (the “Action”) in the U.S. District Court for the Northern District of California against Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc., two manufacturers of over-the-counter Former Employee Action On March 12, 2021, Scilex Pharma and Sorrento (the “Plaintiffs”) filed an action (the “Former Employee Action”) in the Delaware Court of Chancery against the former President of Scilex Pharma, Anthony Mack, and Virpax Pharmaceuticals, Inc. (“Virpax”, together with Mr. Mack, the “Defendants”), a company founded and then headed by Mr. Mack, alleging, among other things, breach by Mr. Mack of a restrictive covenant agreement with Sorrento related to his sale of his Scilex Pharma stock to Sorrento, tortious interference with that agreement by Virpax, breach of Mr. Mack’s fiduciary duties to Scilex Pharma, aiding and abetting of that breach by Virpax, and misappropriation of Scilex Pharma’s trade secrets by Mr. Mack and Virpax. Such lawsuit sought, among other relief, damages and various forms of injunctive relief. The case was tried from September 12, 2022 to September 14, 2022. On September 1, 2023, the court found in favor of the Plaintiffs on all but three counts deemed to have been waived. In its 95-page ZTlido Patent Litigation On June 22, 2022, the Company filed a complaint against Aveva Drug Delivery Systems, Inc. (“Aveva”), Apotex Corp., and Apotex, Inc. (together, “Apotex”) in the U.S. District Court for the Southern District of Florida (the “ZTlido Patent Litigation”) alleging infringement of certain Orange Book listed patents covering ZTlido (the “ZTlido Patents”). The ZTlido Patent Litigation was initiated following the submission by Apotex, in accordance with the procedures set out in the Hatch-Waxman Act, of an abbreviated new drug application (“ANDA”). Apotex’s ANDA seeks approval to market a generic version of ZTlido prior to the expiration of the ZTlido Patents and alleges that the ZTlido Patents are invalid, unenforceable, and/or not infringed. The Company is seeking, among other relief, an order that the effective date of any FDA approval of Apotex’s ANDA be no earlier than the expiration of the asserted patents listed in the Orange Book, the latest of which expires on May 10, 2031, and such further and other relief as the court may deem appropriate. Apotex is subject to a 30-month GLOPERBA Patent Litigation On November 6, 2023, Takeda Pharmaceuticals U.S.A., Inc. (“Takeda”) filed a complaint against the Company in the U.S. District Court for the District of Delaware (the “GLOPERBA Patent Litigation”) alleging that the Company’s filing with the FDA of an application for approval of a proposed revision to the product label for its GLOPERBA product infringed certain Orange Book listed patents covering Takeda’s colchicine product, Colcrys ® 30-month litigation is resolved before that time. As of December 31, 2023, the Company accrued $0.5 million with respect to the GLOPERBA Patent Litigation. Operating Leases The Company leases administrative and research and development facilities under various non-cancelable As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. As of December 31, 2023, the Company has no finance leases In April 2023, the Company modified the lease term for its principal executive offices located in Palo Alto, California. The modification extended the lease term for an additional three years, with the lease term expiring in September 2027. As a result of the modification, the Company recognized additional ROU assets and corresponding lease liabilities of $2.5 million. Lease expense was $1.1 million, $0.5 million and $0.6 million for the years ended December 31, 2023, 2022 and 2021, respectively, and was primarily comprised of operating lease costs. The lease expense also included variable lease costs and sublease income, which were immaterial for the periods presented. Supplemental quantitative information related to leases includes the following: Year Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ (1,021 ) $ (746 ) Weighted average remaining lease term in years — operating leases 3.6 1.8 Weighted average discount rate — operating leases 11.1 % 11.8 % Approximate future minimum lease payments under operating leases were as follows (in thousands): Year Ended December 31, Amount 2024 $ 1,042 2025 916 2026 944 2027 724 Total lease payments 3,626 Less imputed interest (630 ) Total lease liabilities 2,996 Less current portion of lease liability 759 Lease liability, net of current portion $ 2,237

Income Taxes

Income Taxes	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income Taxes	12. Income Taxes Total loss before income taxes for the years ended December 31, 2023, 2022 and 2021 did not include a foreign component. The components of the provision expense (benefit) were as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Current income tax expense (benefit): Federal $ —  $ —  $ —  State 13 4 5 Total current 13 4 5 Deferred income tax expense (benefit): Federal (16,514 ) (10,396 ) (12,981 ) State (11,247 ) (1,851 ) (2,472 ) Total deferred (27,761 ) (12,247 ) (15,453 ) Changes in tax rate (1,471 ) 1,347 31 Changes in valuation allowance 29,232 10,900 15,422 Total income tax expense from continuing operations $ 13 $ 4 $ 5 Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2023 and 2022 (in thousands): Year Ended 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 71,434 $ 48,984 Debt related interest 16,898 15,272 Capitalized research and development 4,936 2,014 Tax credit carryforwards 3,960 1,630 Stock based compensation 525 1,602 Accrued expense and reserves 1,584 568 Operating lease liabilities 774 315 Other 159 77 Total deferred tax assets 100,270 70,462 Less valuation allowance (96,776 ) (67,543 ) Total deferred tax assets 3,494 2,919 Deferred tax liabilities: Intangible assets (2,734 ) (2,666 ) Operating lease right-of-use (760 ) (253 ) Total deferred tax liabilities (3,494 ) (2,919 ) Net deferred tax liabilities $ —  $ —  The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Income tax benefit at federal statutory rate $ (24,007 ) $ (4,905 ) $ (19,150 ) Valuation allowance 29,232 10,900 15,422 Debt discount and interest limitation —  (9,293 ) 8,954 Compensation expense 3,798 2,469 224 Acquisition related charges 260 992 75 Prior year true-up (5,079 ) (713 ) (3,968 ) State, net of federal tax benefit (5,127 ) (174 ) (2,545 ) Change in fair value of Convertible Debentures 1,752 —  —  Change in tax rates (1,471 ) —  —  Other 655 728 993 Income tax expense $ 13 $ 4 $ 5 The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the deferred tax assets, the Company maintains a valuation allowance of $96.8 million against its deferred tax assets as of December 31, 2023. Realization of the deferred tax assets will be primarily dependent upon the Company’s ability to generate sufficient taxable income prior to the expiration of its net operating losses. As of December 31, 2023, the Company had $278.7 million and $114.0 million of federal and state net operating loss carryforwards, respectively. The net operating loss carryforwards begin to expire in 2035 and 2034 for federal and state, respectively. As of December 31, 2023, the Company had a total of $265.9 million of federal net operating losses that have an indefinite life and will not expire, and had federal research and development income tax credits of $3.4 million which will begin to expire in 2035. As of December 31, 2023, the Company had California research and development income tax credits of $1.9 million that have an indefinite life and will not expire. Internal Revenue Code Section 382 rules apply to limit a corporation’s ability to utilize existing net operating loss and tax credit carryforwards once the corporation experiences an ownership change as defined in Section 382. For the years ended December 31, 2023 and 2022, there was no impact of such limitations on the Company’s income tax provision. The Company is subject to taxation in U.S. federal and state tax jurisdictions. All of the Company’s tax years will remain open for three years for examination by the federal and state tax authorities from the date of utilizations of net operating loss. There are no active tax compliance audits as of December 31, 2023. A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Beginning balance $ 408 $ 408 $ 406 Increase related to prior year tax positions 536 —  2 Increases related to current year tax positions 127 —  —  Ending balance $ 1,071 $ 408 $ 408 As of December 31, 2023, 2022 and 2021, the Company had $1.1 million, $0.4 million and $0.4 million in total unrecognized tax benefits, respectively. If these were to be recognized, they would affect the effective tax rate, however given the full valuation allowance in the jurisdiction in which the unrecognized tax benefits relate to, the impact on the effective tax rate would be nil. The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. No interest or penalties have been recognized as of and for the periods ended December 31, 2023, 2022 and 2021. The Company believes that no material amount of the liabilities for uncertain tax positions are expected to reverse within 12 months of December 31, 2023.

Net Loss Per Share

Net Loss Per Share	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Net Loss Per Share	13. Net Loss Per Share The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2023, 2022 and 2021 (in thousands except per share data): Year Ended December 31, 2023 2022 2021 Net loss $ (114,331 ) $ (23,364 ) $ (88,424 ) Premium on redemption of Preferred Stock (52,645 ) —  —  Net loss for basic and diluted loss per share available to common stockholders $ (166,976 ) $ (23,364 ) $ (88,424 ) Weighted average number of shares outstanding - basic 130,298 134,226 132,858 Effect of dilutive securities —  —  —  Weighted average number of shares and assumed conversions - diluted 130,298 134,226 132,858 Loss per share Basic and diluted $ (1.28 ) $ (0.17 ) $ (0.67 ) Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Premium paid on redemption of Preferred Stock was added to the net loss to arrive at loss available for common stockholders as it represents a dividend to the preferred stockholder. Diluted earnings per share is computed using the weighted average number of Common Stock and, if dilutive, potential Common Stock outstanding during the period. Potential Common Stock consists of the incremental Common Stock issuable upon the exercise of stock options and warrants (using the treasury stock method). In the computation of net loss per share, treasury shares are not included as part of the outstanding shares. In accordance with FASB ASC 260, Earnings Per Share, The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: December 31, December 31, December 31, Stock options 33,123,798 16,939,093 18,967,724 Public Warrants 6,854,309 6,899,988 —  Private Warrants 3,613,383 4,104,000 —  Retainer Shares 4,000,000 —  —  Shares Issuable pursuant to ESPP 29,806 —  —  Convertible Debentures 546,921 —  —  Total 48,168,217 27,943,081 18,967,724

Subsequent Events

Subsequent Events	12 Months Ended
	Dec. 31, 2023
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events Termination of B. Riley Purchase Agreement On February 16, 2024, the Company and B. Riley mutually agreed to terminate the B. Riley Purchase Agreement. The termination is effective as of February 16, 2024. Underwritten Offering On February 29, 2024, the Company entered into an underwriting agreement (the “Underwriting Agreement”) with Rodman & Renshaw LLC and StockBlock Securities LLC, as the representatives (the “Representatives”) of the underwriters named in Schedule A (the “Underwriters”). Pursuant to the Underwriting Agreement, the Company agreed to sell, in an underwritten offering (the “Bought Deal Offering”), 5,882,353 shares (the “Firm Shares”) of the Common Stock, and accompanying common warrants to purchase up to an aggregate of 5,882,353 shares of Common Stock (the “Firm Warrants”). Pursuant to the Underwriting Agreement, the Company also granted the Underwriters an option for a period of 30 days from the date of the Underwriting Agreement to purchase up to 882,352 additional shares of Common Stock (the “Optional Shares”, and together with the Firm Shares, the “Shares”) and/or common warrants to purchase up to 882,352 shares of Common Stock (the “Optional Warrants”, and together with the Firm Warrants, the “Common Warrants”) that may be purchased by the Underwriters, at a price per Optional Share of $1.5548 and a price per Optional Warrant of $0.0092, which amounts reflect the public offering price of $1.69 per Optional Share and $0.01 per Optional Warrant, less underwriting discounts and commissions, as applicable (the “Underwriters’ Option”). Each Firm Share was sold together with a Firm Warrant at a combined public offering price of $1.70. The combined price per Firm Share and accompanying Firm Warrant paid by the Underwriters was $1.564, which amount reflects the combined public offering price of $1.70, less underwriting discounts and commissions. Subject to certain ownership limitations, the Common Warrants are exercisable immediately from the date of issuance, will expire on the five-year anniversary of the date of issuance and have an exercise price of $1.70 per share. The exercise price of the Common Warrants is subject to certain adjustments, including (but not limited to) for stock dividends, stock splits, combinations and reclassifications of the Common Stock. In connection with the Bought Deal Offering, the Company agreed, pursuant to the Underwriting Agreement, to issue the Representatives warrants (the “Representative Warrants”, and together with the Common Warrants, the “Warrants”) to purchase up to an aggregate of 470,588 shares of Common Stock (which represents 8.0% of the aggregate number of Firm Shares sold in the Bought Deal Offering), or up to an aggregate of 541,176 shares of Common Stock if the Underwriters exercise the Underwriters’ Option in full. The Representative Warrants are immediately exercisable and have the same terms as the Common Warrants described above, except that the exercise price of the Representative Warrants is $2.125 per share, which represents 125% of the combined public offering price per Firm Share and accompanying Firm Warrant. The Company also agreed to pay certain expenses of the Representatives in connection with the Bought Deal Offering, including their legal fees and out-of-pocket The Shares, the Warrants and the shares of Common Stock issuable upon exercise of the Warrants were offered and sold by us pursuant to an effective shelf registration statement on Form S-3, No. 333-276245),

Nature of Operations and Basi_2

Nature of Operations and Basis of Presentation (Policies)	12 Months Ended
	Dec. 31, 2023
Accounting Policies [Abstract]
Basis of Presentation	Basis of Presentation The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented. The accompanying consolidated financial statements include the accounts of the Company as well as its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.
Segments	Segments Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assessing performance. The Company has determined that its chief operating decision maker is its Chief Executive Officer, as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions. The Company is engaged primarily in the development of non-opioid
Use of Estimates	Use of Estimates The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.
Customer Concentration Risk	Customer Concentration Risk Prior to April 2022, sales to the Company’s sole distributor represented 100% of net revenue. In April 2022, the Company announced the expansion of its direct distribution network to national and regional wholesalers and pharmacies. The Company had three and four customers during the years ended December 31, 2023 and 2022, respectively, each of which individually generated 10% or more of the Company’s total revenue. These customers accounted for 85% and 83% of the Company’s revenue for the years ended December 31, 2023 and 2022, respectively, individually ranging from 22% to 32% and 19% to 24%, respectively. As of December 31, 2023 and 2022, these customers represented 91% and 90% of the Company’s outstanding accounts receivable, respectively, individually ranging between 24% and 36% for both periods. Additionally, during the years ended December 31, 2023 and 2022, the Company purchased ZTlido inventory from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”). This exposes the Company to concentration of customer and supplier risk. The Company monitors the financial condition of its customers, limits its credit exposure by setting credit limits, and has not experienced any credit losses during the years ended December 31, 2023 and 2022.
Fair Value Measurements	Fair Value Measurements Financial assets and liabilities are recorded at fair value on a recurring basis in the consolidated balance sheets. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, prepaid and other current assets, accounts payable and accrued expenses approximate to their fair value due to the short-term nature of these instruments. The derivative warrant liability associated with the Private Warrants (as defined below) is valued using the Black-Scholes option pricing model, which is further discussed in Note 4. The Company elected the fair value option to account for the Convertible Debentures (as defined below) in an aggregate principal amount of up to $25.0 million that were issued in March and April 2023 and for the Oramed Note (as defined below) in the principal amount of $101.9 million that was issued in September 2023 (see Note 7 titled “ Debt” Debt” Level 1 - Level 2 - Level 3 -
Cash, Cash Equivalents and Restricted Cash	Cash, Cash Equivalents and Restricted Cash The Company considers all highly liquid investments that are readily convertible into cash without penalty and with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value. Restricted cash as of December 31, 2023 consist of deposits placed in a segregated bank account as required under the terms of the Credit and Security Agreement, dated as of June 27, 2023, between Scilex Pharma and eCapital Healthcare Corp., which is discussed further in Note 7. Restricted cash is recorded as other long-term assets within the Company’s consolidated balance sheet. The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that together reflect the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, December 31, Cash and cash equivalents $ 3,921 $ 2,184 Restricted cash 808 —  Total cash, cash equivalents, and restricted cash $ 4,729 $ 2,184
Accounts Receivable, Net	Accounts Receivable, Net Accounts receivable are presented net of allowances for expected credit losses and prompt payment discounts. Accounts receivable consists of trade receivables from product sales to customers, which are generally unsecured. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for expected credit losses within accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have
Inventory	Inventory The Company determines inventory cost on a first-in, first-out on-hand pre-launch
Property and Equipment, Net	Property and Equipment, Net Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the respective lease on a straight-line basis. The cost of repairs and maintenance is expensed as incurred.
Acquisitions	Acquisitions The Company accounts for business combinations using the acquisition method of accounting, which requires that assets acquired, including in-process When the Company determines net assets acquired do not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets and, therefore, no goodwill is recorded and contingent consideration such as payments upon achievement of various developmental, regulatory and commercial milestones generally is not recognized at the acquisition date. In an asset acquisition, up-front The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates. Intangible assets acquired in a business combination that are used for IPR&D activities are considered indefinite-lived until the completion or abandonment of the associated research and development efforts. Upon commercialization of the relevant research and development project, the Company amortizes the acquired IPR&D over its estimated useful life. Capitalized IPR&D is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable.
Goodwill and Other Long-Lived Assets	Goodwill and Other Long-Lived Assets Goodwill, which has an indefinite life, represents the excess cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. The Company has one reporting unit. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company performs a quantitative goodwill impairment test. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative goodwill impairment test. The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, patent rights, and acquired technology, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of non-generic
Contingent Consideration	Contingent Consideration The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition, and is determined using a discounted cash flow model or Monte Carlo simulation model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with applicable milestones, discount rates and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the consolidated statement of operations. Other than contingent consideration that is accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480, Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging, contingent consideration arrangements assumed in an asset acquisition will be measured and accrued when such contingency is resolved.
Public Warrant And Private Warrants	Public Warrants and Private Warrants Upon completion of the Business Combination, the Company assumed public and private placement warrants to purchase Common Stock, each with an exercise price of $11.50 per share (“Public Warrants” and “Private Warrants”, respectively, and collectively, the “SPAC Warrants”) that were issued by Vickers in connection with its initial public offering (declared effective by the Securities and Exchange Commission (“SEC”) on January 11, 2021) whereby holders of the public and private placement warrants are entitled to acquire ordinary shares of Vickers. Subsequent to the Business Combination, the Public Warrants were accounted for as equity per FASB ASC Subtopic No. 815-40, Subsequent to the Business Combination, the Private Warrants were accounted for as liabilities per ASC Subtopic 815-40. 815-40 fixed-for-fixed date, with fair value changes recognized in the statement of operations. The Company estimates the value of these warrants using a Black-Scholes option pricing formula
Debt	Debt The Company may enter into financing arrangements, the terms of which involve significant assumptions and estimates. This involves estimating future net product sales, determining interest expense, determining the amortization period of the debt discount, as well as determining the classification between current and long-term portions.
Convertible Debentures and the Oramed Note	Convertible Debentures and the Oramed Note The Company has elected the fair value option to account for the Convertible Debentures (as defined in Note 2 “ Liquidity and Going Concern Fair Value Measurements
Derivative Liabilities	Derivative Liabilities Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense.
Research and Development Costs	Research and Development Costs The Company expenses the cost of research and development as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and preclinical materials as well as other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with FASB ASC Topic 730, Research and Development.
Income Taxes	Income Taxes The provisions of the FASB ASC Topic 740, Income Taxes, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Subtopic 740-10, The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates. The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December
Leases	Leases The Company determines if an arrangement is a lease at inception. Operating lease right-of-use
Revenue Recognition	Revenue Recognition The Company’s revenue is generated from product sales within the United States. The Company does not incur significant direct costs to obtain contracts with its customers. Revenue from product sales is comprised of sales of ZTlido and ELYXYB. The Company’s performance obligation with respect to sales of ZTlido and ELYXYB is satisfied at a point in time, when control is transferred upon delivery of product to the customer. The Company considers control to have transferred upon delivery because the customer has legal title to the product, physical possession of the product has been transferred to the customer, the customer has significant risks and rewards of ownership of the product, and the Company has a present right to payment at that time. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of December 31, 2023 and 2022 were not material. Revenues from product sales are recorded net of reserves established for commercial and government rebates, fees and chargebacks, wholesaler and distributor fees, sales returns and prompt payment discounts. Such variable consideration is estimated in the period of the sale and is estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations. Rebates and Chargebacks Rebates are discounts which the Company pays under either government or private health care programs. Government rebate programs include state Medicaid drug rebate programs, the Medicare coverage gap discount programs and the Tricare programs. Commercial rebate and fee programs relate to contractual agreements with commercial healthcare providers, under which the Company pays rebates and fees for access to and position on that provider’s patient drug formulary. Rebates and chargebacks paid under government programs are generally mandated under law, whereas private rebates and fees are generally contractually negotiated by the Company with commercial healthcare providers. Both types of rebates vary over time. The Company records a reduction to gross product sales at the time the customer takes title to the product based on estimates of expected rebate claims. The Company monitors the sales trends and adjusts for these rebates on a regular basis to reflect the most recent rebate experience and contractual obligations. Reserves for rebates and chargebacks are now separately presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheet. Prompt Payment Discounts The Company provides its customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. The prompt payment discount reserve is based on actual gross sales and contractual discount rates. Reserves for prompt payment discounts are included in accounts receivable, net on the consolidated balance sheets. Service Fees The Company compensates its customer and others in the distribution chain for wholesaler and distribution services. The Company has determined such services received to date are not distinct from the Company’s sale of products to the customer and, therefore, these payments have been recorded as a reduction of revenue. Product Returns The Company is obligated to accept the return of products sold that are expiring within six months, damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the term of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company estimates the amount of its product sales that may be returned by its customer and records this estimate as a reduction of revenue in the period the related product revenue is recognized. Co-Payment Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive co- co-payment
Stock-Based Compensation	Stock-Based Compensation The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, Compensation – Stock Compensation which establishes accounting for equity instruments exchanged for employee and consulting services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or non-employee’s For purposes of determining the inputs used in the calculation of stock-based compensation, the Company determines the expected life assumption for options issued using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period since the Company does not have historic exercise behavior. Then the Company determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in our consolidated statement of operations.
Treasury Stock	Treasury Stock The Company uses the cost method to account for repurchases of its stock. In the computation of net (loss) income per share, treasury shares are not included as part of the outstanding shares.
Net Loss per Share	Net Loss per Share Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the two-class Under the two-class As the Company has reported losses for all periods presented, all potentially dilutive securities are antidilutive and accordingly, basic net loss per share equals diluted net loss per share.
Recently Adopted Accounting Pronouncements	Recently Adopted Accounting Pronouncements In October 2021, FASB issued Accounting Standards Updates (“ASU”) 2021-08, Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers (“ASU 2021-08”) 2021-08 2021-08 In June 2022, the FASB issued ASU 2022-03, Fair Value Measurement (Topic 820): Fair Value Measurement of Equity Securities Subject to Contractual Sale Restrictions (“ASU 2022-03”), 2022-03

Nature of Operations and Basi_3

Nature of Operations and Basis of Presentation (Tables)	12 Months Ended
	Dec. 31, 2023
Cash and Cash Equivalents [Abstract]
Schedule of Cash and Cash Equivalents [Table Text Block]	The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that together reflect the same amounts shown in the consolidated statements of cash flows (in thousands): December 31, December 31, Cash and cash equivalents $ 3,921 $ 2,184 Restricted cash 808 —  Total cash, cash equivalents, and restricted cash $ 4,729 $ 2,184

Fair Value Measurements (Tables

Fair Value Measurements (Tables)	12 Months Ended
	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Schedule of fair value assets measured on a recurring basis	The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands): December 31, 2023 Balance Quoted Prices Significant Significant Liabilities Oramed Note $ 104,089 $ —  $ —  $ 104,089 Convertible Debentures 4,340 —  —  4,340 Derivative liabilities 1,518 —  —  1,518 Other long-term liabilities 179 —  —  179 Total liabilities measured at fair value $ 110,126 $ —  $ —  $ 110,126 December 31, 2022 Balance Quoted Prices Significant Significant Liabilities Derivative liabilities $ 1,231 $ —  $ —  $ 1,231 Other long-term liabilities 163 —  —  163 Total liabilities measured at fair value $ 1,394 $ —  $ —  $ 1,394
Schedule of convertible debentures	A summary of inputs used in valuing the Convertible Debentures is as follows: December 31, Risk -Free Rate 5.31 % Corporate Bond Yield 15.60 % Coupon Interest Rate 7.0 % Volatility 70.0 % Dividend Yield 0.0 % Conversion Price $ 8.00
Schedule of the derivative liabilities measured at fair value using significant unobservable inputs Level 3	The following table includes a summary of the derivative liabilities measured at fair value during the three years ended December 31, 2023, 2022 and 2021 (in thousands): Fair Value Ending Balance as of December 31, 2020 $ 35,400 Re-measurement 300 Ending Balance as of December 31, 2021 35,700 Private warrant liability acquired as part of the Business Combination 2,545 Forfeiture of Private Warrants 1,696 Change in fair value measurement (38,710 ) Ending Balance as of December 31, 2022 1,231 Change in fair value measurement 512 Forfeiture of Private Warrants (225 ) Ending Balance as of December 31, 2023 $ 1,518
Schedule of quantitative information regarding Level 3 fair value measurements	The primary unobservable input utilized in determining the fair value of the warrant is the expected volatility of the Common Stock. The expected volatility assumption is based on historical volatilities of comparable companies whose share prices are publicly available as well as the implied volatility of the Public Warrants (see Note 9). A summary of the inputs used in valuing the derivative warrant liabilities is as follows: December 31, December 31, Equity value $ 2.04 $ 3.99 Exercise price $ 11.50 $ 11.50 Term, in years 3.86 4.86 Volatility 76.0 % 35.0 % Risk-free rate 3.90 % 3.94 % Dividend yield 0.0 % 0.0 % Call option value $ 0.42 $ 0.30

Balance Sheet Components (Table

Balance Sheet Components (Tables)	12 Months Ended
	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Schedule of Property and equipment	Property and equipment, net, consists of the following (in thousands): December 31, December 31, Construction in progress $ 689 $ 689 Furniture 5 118 Computers and equipment 36 77 Leasehold improvements 50 55 Property and equipment, gross 780 939 Less: Accumulated depreciation (58 ) (167 ) Property and equipment, net $ 722 $ 772
Accrued expenses Textblock	Accrued expenses consists of the following (in thousands): December 31, December 31, Accrued professional service fees $ 2,029 $ 2,024 Accrued sales and marketing costs 1,601 574 Accrued research and development costs 1,546 459 Accrued tax payable 1,452 —  Accrued others 780 79 Accrued expenses $ 7,408 $ 3,136

Goodwill and Intangible Assets

Goodwill and Intangible Assets (Tables)	12 Months Ended
	Dec. 31, 2023
Goodwill and Intangible Assets Disclosure [Abstract]
Summary of identifiable intangible assets	A summary of the Company’s identifiable intangible assets as of December 31, 2023 and December 31, 2022 is as follows (in thousands): December 31, 2023 Gross Carrying Accumulated Intangibles, Patent rights $ 32,630 $ 15,591 $ 17,039 Acquired technology 21,940 7,679 14,261 Acquired licenses 5,711 551 5,160 Assembled workforce 500 475 25 Total intangible assets $ 60,781 $ 24,296 $ 36,485 December 31, 2022 Gross Carrying Accumulated Intangibles, Patent rights $ 32,630 $ 13,415 $ 19,215 Acquired technology 21,940 6,216 15,724 Acquired licenses 5,711 184 5,527 Assembled workforce 500 375 125 Total intangible assets $ 60,781 $ 20,190 $ 40,591
Estimated future amortization expense related to intangible assets	Estimated future amortization expense related to intangible assets as of December 31, 2023 is as follows (in thousands): Amount 2024 $ 4,031 2025 4,006 2026 4,006 2027 4,006 2028 4,006 Thereafter 16,430 Total $ 36,485

Debt (Tables)

Debt (Tables)	12 Months Ended
	Dec. 31, 2023
Debt Instrument [Line Items]
Schedule of convertible debentures	The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands): December 31, Beginning Balance as of January 1, 2023 $ —  Issuance of Convertible Debentures 24,000 Repayment of Convertible Debentures (15,625 ) Change in fair value of Convertible Debentures 3,700 Conversion of Convertible Debentures into Common Stock (7,735 ) Ending Balance as of December 31, 2023 $ 4,340
Oramed Note
Debt Instrument [Line Items]
Schedule of convertible debentures	The following table provides a summary of the changes in the balance and the estimated fair value of the Oramed Note (in thousands): December 31, Beginning Balance as of January 1, 2023 $ —  Issuance of Oramed Note 106,252 Change in fair value of Oramed Note 2,837 Repayment of Oramed Note (5,000 ) Ending Balance as of December 31, 2023 $ 104,089

Stock Incentive and Employee _2

Stock Incentive and Employee Benefit Plans (Tables)	12 Months Ended
	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Schedule of Stock Options Outstanding Activity	The following table summarizes stock option activity during the year ended December 31, 2023 (shares in thousands): Options Weighted- Weighted- Aggregate Outstanding as of December 31, 2022 16,939 $ 1.68 7.0 $ 38,942 Granted 17,610 $ 7.02 Exercised (365 ) $ 1.68 Forfeited/Cancelled (1,060 ) $ 6.36 Outstanding as of December 31, 2023 33,124 $ 4.38 7.5 $ 7,459 Exercisable as of December 31, 2023 18,990 $ 2.78 6.3 $ 5,600
Schedule of estimate stock-based compensation on the date of grant for stock options and ESPP	The following assumptions were used in the Black-Scholes options pricing model to estimate stock-based compensation on the date of grant for stock options and ESPP: Year Ended Stock options: Expected dividend yield 0.00% Expected volatility 40.00% - 77.00% Risk-free interest rate 3.59% - 4.74% Term of options (in years) 6.25 Employee stock purchase plan: Expected dividend yield 0.00% Expected volatility 117.57% Risk-free interest rate 5.33% Expected life (in years) 0.50

Commitments and Contingencies (

Commitments and Contingencies (Tables)	12 Months Ended
	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
Schedule of Leases Supplemental Quantitative Information	Supplemental quantitative information related to leases includes the following: Year Ended 2023 2022 Cash paid for amounts included in the measurement of lease liabilities: Operating cash flows from operating leases (in thousands) $ (1,021 ) $ (746 ) Weighted average remaining lease term in years — operating leases 3.6 1.8 Weighted average discount rate — operating leases 11.1 % 11.8 %
Schedule of Lease Maturities of Lease Liabilities	Approximate future minimum lease payments under operating leases were as follows (in thousands): Year Ended December 31, Amount 2024 $ 1,042 2025 916 2026 944 2027 724 Total lease payments 3,626 Less imputed interest (630 ) Total lease liabilities 2,996 Less current portion of lease liability 759 Lease liability, net of current portion $ 2,237

Income Taxes (Tables)

Income Taxes (Tables)	12 Months Ended
	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Schedule of Components of Benefit for Income Taxes	The components of the provision expense (benefit) were as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Current income tax expense (benefit): Federal $ —  $ —  $ —  State 13 4 5 Total current 13 4 5 Deferred income tax expense (benefit): Federal (16,514 ) (10,396 ) (12,981 ) State (11,247 ) (1,851 ) (2,472 ) Total deferred (27,761 ) (12,247 ) (15,453 ) Changes in tax rate (1,471 ) 1,347 31 Changes in valuation allowance 29,232 10,900 15,422 Total income tax expense from continuing operations $ 13 $ 4 $ 5
Schedule of Deferred Tax Liabilities and Related Valuation Allowance	The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2023 and 2022 (in thousands): Year Ended 2023 2022 Deferred tax assets: Net operating loss carryforwards $ 71,434 $ 48,984 Debt related interest 16,898 15,272 Capitalized research and development 4,936 2,014 Tax credit carryforwards 3,960 1,630 Stock based compensation 525 1,602 Accrued expense and reserves 1,584 568 Operating lease liabilities 774 315 Other 159 77 Total deferred tax assets 100,270 70,462 Less valuation allowance (96,776 ) (67,543 ) Total deferred tax assets 3,494 2,919 Deferred tax liabilities: Intangible assets (2,734 ) (2,666 ) Operating lease right-of-use (760 ) (253 ) Total deferred tax liabilities (3,494 ) (2,919 ) Net deferred tax liabilities $ —  $ —
Schedule of Effective Income Tax Rate Reconciliation	The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): Year Ended December 31, 2023 2022 2021 Income tax benefit at federal statutory rate $ (24,007 ) $ (4,905 ) $ (19,150 ) Valuation allowance 29,232 10,900 15,422 Debt discount and interest limitation —  (9,293 ) 8,954 Compensation expense 3,798 2,469 224 Acquisition related charges 260 992 75 Prior year true-up (5,079 ) (713 ) (3,968 ) State, net of federal tax benefit (5,127 ) (174 ) (2,545 ) Change in fair value of Convertible Debentures 1,752 —  —  Change in tax rates (1,471 ) —  —  Other 655 728 993 Income tax expense $ 13 $ 4 $ 5
Schedule of Unrecognized Tax Benefits Roll Forward	A reconciliation of the beginning and ending amount of unrecognized tax expense (benefits) is as follows for the years ended December 31, 2023, 2022 and 2021 (in thousands): 2023 2022 2021 Beginning balance $ 408 $ 408 $ 406 Increase related to prior year tax positions 536 —  2 Increases related to current year tax positions 127 —  —  Ending balance $ 1,071 $ 408 $ 408

Net Loss Per Share (Tables)

Net Loss Per Share (Tables)	12 Months Ended
	Dec. 31, 2023
Earnings Per Share [Abstract]
Schedule of the reconciliation of basic and diluted loss per share	The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2023, 2022 and 2021 (in thousands except per share data): Year Ended December 31, 2023 2022 2021 Net loss $ (114,331 ) $ (23,364 ) $ (88,424 ) Premium on redemption of Preferred Stock (52,645 ) —  —  Net loss for basic and diluted loss per share available to common stockholders $ (166,976 ) $ (23,364 ) $ (88,424 ) Weighted average number of shares outstanding - basic 130,298 134,226 132,858 Effect of dilutive securities —  —  —  Weighted average number of shares and assumed conversions - diluted 130,298 134,226 132,858 Loss per share Basic and diluted $ (1.28 ) $ (0.17 ) $ (0.67 )
Schedule of potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share	The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented: December 31, December 31, December 31, Stock options 33,123,798 16,939,093 18,967,724 Public Warrants 6,854,309 6,899,988 —  Private Warrants 3,613,383 4,104,000 —  Retainer Shares 4,000,000 —  —  Shares Issuable pursuant to ESPP 29,806 —  —  Convertible Debentures 546,921 —  —  Total 48,168,217 27,943,081 18,967,724

Nature of Operations and Basi_4

Nature of Operations and Basis of Presentation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Sep. 30, 2023	Jun. 30, 2023	Apr. 30, 2022
Description of Organization and Business Operations (Details) [Line Items]
Receivables	$ 3.2
Exercise price	$ 11.5	$ 11.5
Customer Concentration Risk [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of net revenue, sole distributor	10%	10%			100%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	85%	83%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Minimum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	22%	19%
Customer Concentration Risk [Member] | Revenue Benchmark [Member] | Maximum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	32%	24%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	91%	90%
Customer Concentration Risk [Member] | Accounts Receivable [Member] | Minimum [Member] | Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	24%	36%
Convertible Debentures [Member]
Description of Organization and Business Operations (Details) [Line Items]
Debt principal amount	$ 25		$ 101.9	$ 30
Debt Weighted Average Interest Rate	13.55%	13.55%

Nature of Operations and Basi_5

Nature of Operations and Basis of Presentation - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Cash and Cash Equivalents [Abstract]
Cash and cash equivalents	$ 3,921	$ 2,184
Restricted cash	808	0
Total cash, cash equivalents, and restricted cash	$ 4,729	$ 2,184	$ 4,338	$ 4,839

Liquidity and Going Concern (Ad

Liquidity and Going Concern (Additional Information) (Details) - USD ($)					12 Months Ended
	Jun. 27, 2023	Apr. 30, 2023	Mar. 21, 2023	Nov. 17, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 22, 2023	Sep. 25, 2023
Liquidity and Going Concern [Line Items]
Shares issued, shares					250,000
Negative working capital					$ 203,600,000
Cash and cash equivalents					3,921,000	$ 2,184,000
Loss from operations					(105,431,000)	(50,634,000)	$ (35,838,000)
Net cash used in operating activities					20,700,000
Accumulated deficit					(490,245,000)	$ (375,914,000)
Principal laon amount	$ 30,000,000
Aggregate Principle amount of issued debt		$ 25,000,000
Outstanding balance of revolving facility					$ 17,000,000
Offer and sell shares of Common Stock					160,084,250	141,348,856			474,683
Common stock, par value					$ 0.0001	$ 0.0001
Equity Purchase Agreement with Yorkville and B. Riley [Member]
Liquidity and Going Concern [Line Items]
Convertible Debenture principal Amount			$ 25,000,000
Convertible Debenture					$ 24,000,000
Aggregate Principle amount of issued debt					$ 25,000,000
A&R Yorkville Purchase Agreement
Liquidity and Going Concern [Line Items]
Aggregate Principle amount of issued debt		$ 15,000,000
Offer and sell shares of Common Stock					632,431
Right to sell maximum number of common stock shares				$ 500,000,000	$ 500,000,000
Common stock, par value				$ 0.0001
A&R Yorkville Purchase Agreement | Common Stock [Member]
Liquidity and Going Concern [Line Items]
Shares issued, shares					250,000
ATM Sales Agreement
Liquidity and Going Concern [Line Items]
Offer and sell shares of Common Stock					0
Maximum [Member] | ATM Sales Agreement | Common Stock [Member]
Liquidity and Going Concern [Line Items]
Common stock issuable, value								$ 170,000,000
Value of stock sold for termination of offering								$ 170,000,000

Acquisitions (Additional Inform

Acquisitions (Additional Information) (Details) - USD ($)			12 Months Ended
	Jun. 14, 2022	May 31, 2022	Dec. 31, 2023	Dec. 31, 2022
Business Acquisition [Line Items]
Payment to acquire license			$ 0
Accrued Royalty Payables			5,000
Patents [Member] | Sorrento [Member]
Business Acquisition [Line Items]
Payment upon the achievement of net sales		$ 20,000,000
Amount due for New Drug Application		$ 3,000,000
License Agreement
Business Acquisition [Line Items]
Development milestones payment was recognized under other long-term liabilities			200,000	$ 200,000
License Agreement | Romeg License Agreement [Member]
Business Acquisition [Line Items]
Up-front license fee	$ 2,000,000
Payment upon the achievement of net sales	13,000,000
Payments for royalties	7,100,000
Intangible asset	5,700,000
Deferred consideration	$ 3,700,000
Contingent consideration, liability			$ 0	$ 0

Fair Value Measurements (Additi

Fair Value Measurements (Additional Information) (Details) - USD ($) $ in Thousands					12 Months Ended
	Sep. 30, 2023	Apr. 30, 2023	Nov. 30, 2022	Jun. 02, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Jun. 30, 2022
Subsidiary, Sale of Stock [Line Items]
Oramed note discount rate					13.05%
Aggregate Principle amount of issued debt		$ 25,000
Warrants outstanding					6,854,309	6,899,988
Change in fair value of debt and liability instruments					$ 4,400
(Gain) loss on derivative liability					(512)	$ 8,310	$ (300)
Liabilities, Fair Value Adjustment				$ 30,400
Risk Adjusted Net Sales Forecast								6.10%
Debt Securities, Available-for-Sale, Weighted Average Yield								21.50%
Common stock upon conversation of cash					$ 3,000
Discount rate of FDA					10.20%
Development Milestone Payment					$ 200	200
Derivative warrant liability private warrants					1,500
Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
(Gain) loss on derivative liability					500	$ 8,300	$ (300)
Oramed Note
Subsidiary, Sale of Stock [Line Items]
Estimated fair value					104,100
Aggregate Principle amount of issued debt	$ 101,900
Change in fair value of debt and liability instruments					$ 2,800
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					3,613,383
Derivative warrant liability private warrants			$ 2,500

Fair Value Measurements (Detai

Fair Value Measurements (Details) - Schedule of fair value assets measured on a recurring basis - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Dec. 31, 2020
Liabilities:
Oramed Note	$ 104,089
Convertible debenture	$ 4,340
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent	Derivative Liability, Noncurrent
Derivative liabilities	$ 1,518	$ 1,231
Other long-term liabilities	179	163
Total liabilities measured at fair value	110,126	1,394
Level 1 [Member]
Liabilities:
Oramed Note	0
Convertible debenture	0
Derivative liabilities	0	0
Other long-term liabilities	0	0
Total liabilities measured at fair value	0	0
Level 2 [Member]
Liabilities:
Oramed Note	0
Convertible debenture	0
Derivative liabilities	0	0
Other long-term liabilities	0	0
Total liabilities measured at fair value	0	0
Level 3 [Member]
Liabilities:
Oramed Note	104,089
Convertible debenture	4,340
Derivative liabilities	1,518	1,231	$ 35,700	$ 35,400
Other long-term liabilities	179	163
Total liabilities measured at fair value	$ 110,126	$ 1,394

Fair Value Measurements (Det_2

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements	12 Months Ended
	Dec. 31, 2023 $ / shares
Fair Value Disclosures [Abstract]
Risk-free rate	5.31%
Corporate Bond Yield	15.60%
Coupon Interest Rate	7%
Volatility	70%
Dividend yield	0%
Conversion Price	$ 8

Fair Value Measurements (Detail

Fair Value Measurements (Details) - Schedule Of The Derivative Liabilities Measured at Fair Value - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Fair Value Disclosures [Abstract]
Fair value, beginning	$ 1,231
Fair value, ending	1,518	$ 1,231
Level 3 [Member]
Fair Value Disclosures [Abstract]
Fair value, beginning	1,231	35,700	$ 35,400
Private Warrant liability acquired as part of the Business Combination		2,545
Re-measurement of fair value			300
Forfeiture of Private Warrants	(225)	1,696
Change in fair value measurement	512	(38,710)
Fair value, ending	$ 1,518	$ 1,231	$ 35,700

Fair Value Measurements (Deta_2

Fair Value Measurements (Details) - Schedule of The Inputs Used In Valuing The Derivative Warrant Liabilities - $ / shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Schedule of derivative component of the obligation is initially valued and classified as a derivative liability [Abstract]
Equity Value	$ 2.04	$ 3.99
Exercise price	$ 11.5	$ 11.5
Term, in years	3 years 10 months 9 days	4 years 10 months 9 days
Volatility	76%	35%
Risk-free rate	3.90%	3.94%
Dividend yield	0%	0%
Call option value	$ 0.42	$ 0.3

Balance Sheet Components - Sche

Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 780	$ 939
Less: Accumulated depreciation	(58)	(167)
Property and equipment, net	722	772
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	689	689
Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	5	118
Computers & equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	36	77
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 50	$ 55

Balance Sheet Components - Sc_2

Balance Sheet Components - Schedule of Acrcued expenses - Details (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Property, Plant and Equipment [Abstract]
Accrued professional service fees	$ 2,029	$ 2,024
Accrued sales and marketing costs	1,601	574
Accrued research and development costs	1,546	459
Accrued tax payable	1,452	0
Accrued others	780	79
Accrued expenses	$ 7,408	$ 3,136

Balance Sheet Components (Addit

Balance Sheet Components (Additional Information) (Details) - USD ($)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Property, Plant and Equipment [Abstract]
Depreciation expense	$ 40,000	$ 40,000	$ 39,000

Goodwill and Intangible Asset_2

Goodwill and Intangible Assets (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 13,481	$ 13,481
Goodwill impairment charges	$ 0	0	$ 0
Weighted average remaining life for identifiable intangible assets	9 years 4 months 24 days
Amortization expense	$ 4,106	$ 3,922	$ 3,738

Goodwill and Intangible Asset_3

Goodwill and Intangible Assets - Summary of identifiable intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 60,781	$ 60,781
Accumulated amortization	24,296	20,190
Intangibles, net	36,485	40,591
Patent rights
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	32,630	32,630
Accumulated amortization	15,591	13,415
Intangibles, net	17,039	19,215
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	21,940	21,940
Accumulated amortization	7,679	6,216
Intangibles, net	14,261	15,724
Acquired licenses
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5,711	5,711
Accumulated amortization	551	184
Intangibles, net	5,160	5,527
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	500	500
Accumulated amortization	475	375
Intangibles, net	$ 25	$ 125

Goodwill and Intangible Asset_4

Goodwill and Intangible Assets - Estimated future amortization expense of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
As of March 31,2023
2024	$ 4,031
2025	4,006
2026	4,006
2027	4,006
2028	4,006
Thereafter	16,430
Total	$ 36,485	$ 40,591

Debt (Additional Information) (

Debt (Additional Information) (Details) - USD ($)							12 Months Ended
	Sep. 30, 2023	Sep. 21, 2023	Jul. 01, 2023	Jun. 27, 2023	Apr. 30, 2023	Mar. 21, 2023	Dec. 31, 2023	Oct. 11, 2023	Sep. 25, 2023	Dec. 31, 2022
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt					$ 25,000,000
Debt conversion price							$ 8
Debt Instrument Redemption							The Company has the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount.
Common stock, shares issued							160,084,250		474,683	141,348,856
Maximum [Member]
Debt Instrument [Line Items]
Debt conversion price								$ 2
Minimum [Member]
Debt Instrument [Line Items]
Debt conversion price								$ 0.5
Oramed Note
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt	$ 101,900,000
Estimated fair value							$ 104,100,000
Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt						$ 25,000,000
Debt instrument, description							The Yorkville SPA provides that the Convertible Debentures would be issued and sold at a purchase price equal to 96% of the applicable principal amount in three tranches as follows: (i) $10.0 million upon the signing of the Yorkville SPA, which was funded on March 21, 2023; (ii) $7.5 million upon the filing of a registration statement on Form S-1 with the SEC to register the resale by Yorkville of any shares of Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act of 1933, as amended (the “Securities Act”), which was funded on April 11, 2023; and (iii) $7.5 million at the time such registration statement was declared effective by the SEC, which was funded on April 20, 2023.
Debt instrument, interest rate						7%
Debt maturity date						Dec. 21, 2023	Mar. 15, 2024
Debt conversion price						$ 8
Debt Instrument Principal Amount, Percentage						5%
Debt payment terms							The Company has the option to repay either (i) in cash, with premium equal to 5% in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement, or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company. In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts.
Convertible Debentures Issued Percent						96%
Redemption Premium							10%
Securities Purchase Agreement [Member] | First installment [Member]
Debt Instrument [Line Items]
Repayment of debt prinnciple installment		$ 5,000,000
Securities Purchase Agreement [Member] | Second Installment [Member]
Debt Instrument [Line Items]
Repayment of debt prinnciple installment		15,000,000
Securities Purchase Agreement [Member] | Third Installment [Member]
Debt Instrument [Line Items]
Repayment of debt prinnciple installment		20,000,000
Securities Purchase Agreement [Member] | Oramed Note
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt		101,900,000
Debt instrument, description							Interest under the Oramed Note accrues at a fluctuating per annum interest rate equal to the sum of (1) greater of (x) 4% and (y) Term SOFR (as defined in the Oramed Note) and (2) 8.5%, payable in-kind on a monthly basis. If the outstanding principal has not been fully repaid by March 21, 2024, an exit fee of approximately $3.1 million becomes due upon repayment. Upon the occurrence and during the continuance of an event of default under the Oramed Note, holders of more than 50% of the aggregate unpaid principal amount of the Oramed Notes may elect to accrue interest at a default rate equal to the lesser of (i) Term SOFR plus 15% or (ii) the maximum rate permitted under applicable law. Voluntary prepayments made before the one-year anniversary of the closing date of the Scilex-Oramed SPA must include a make-whole amount equal to 50% of the additional interest that would accrue on the principal amount so prepaid from the date of such prepayment through and including the maturity date. If the Oramed Note is accelerated upon an event of default, repayment is required at a mandatory default rate of 125% of the principal amount (together with 100% of accrued and unpaid interest thereon and all other amounts due in respect of the Oramed Note). The Oramed Note contains mandatory prepayment provisions requiring use of 70% of net cash proceeds from any Cash Sweep Financing (as defined in the Oramed Note) or advances under the ELOCs (as defined in the Oramed Note) to prepay the outstanding principal after the earlier of April 1, 2024 or full repayment of Acceptable Indebtedness (as defined in the Oramed Note).
Estimated fair value							$ 104,100,000
Debt Repayment Exit Fee		$ 3,100,000
Debt instrument, interest rate		4%
Debt maturity date		Mar. 21, 2025
Debt instrument, owned, percentage		50%
Debt instrument, default interest rate		15%
Debt instrument, percentage of interest accrued on principal amount		50%
Debt repayment, percentage of mandatory default rate of principal amount		125%
Debt repayment, percentage of mandatory default rate of accrued and unpaid interest		100%
Percentage of usage of cash proceeds from cash sweep financing		70%
Securities Purchase Agreement [Member] | Oramed Note | Monthly Basis [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate		8.50%
Securities Purchase Agreement [Member] | Oramed Note | First installment [Member]
Debt Instrument [Line Items]
Debt maturity date		Mar. 21, 2025
Securities Purchase Agreement [Member] | Oramed Note | Second Installment [Member]
Debt Instrument [Line Items]
Debt maturity date		Dec. 21, 2023
Securities Purchase Agreement [Member] | Oramed Note | Third Installment [Member]
Debt Instrument [Line Items]
Debt maturity date		Mar. 21, 2024
Securities Purchase Agreement [Member] | Oramed Note | Fourth Installment [Member]
Debt Instrument [Line Items]
Debt maturity date		Jun. 21, 2024
Securities Purchase Agreement [Member] | Oramed Note | Five Installment [Member]
Debt Instrument [Line Items]
Debt maturity date		Sep. 21, 2024
Securities Purchase Agreement [Member] | Oramed Note | Six Installment [Member]
Debt Instrument [Line Items]
Debt maturity date		Dec. 21, 2024
Tranche One | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt						$ 10,000,000
Tranche Two | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt						7,500,000
Tranche Three | Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt						$ 7,500,000
A&R Yorkville Purchase Agreement
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt					15,000,000
Net cash proceeds					$ 14,400,000
Convertible Debentures Repaid							$ 15,600,000
Common Stock at a conversion price							$ 8
Outstanding debt instrument							$ 4,400,000
Change in fair value							$ 700,000
Servicing Liability, Fair Value, Change in Fair Value, Other, Statement of Income or Comprehensive Income [Extensible Enumeration]							Operating Costs and Expenses
Outstanding principal amount							$ 5,000,000
Common stock, shares issued							632,431
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Aggregate Principle amount of issued debt							$ 75,000,000
Termination fees							0.50%
Facility cap maximum				95%
Facility cap minimum				85%
Outstanding debt instrument				$ 250,000
Cash on hand							$ 1,000,000
Outstanding principal amount							$ 17,000,000
Accounts receivable revolving loan facility in an aggregate amount		$ 30,000,000		$ 30,000,000
Line Of Credit Facility Interest Rate			1.50%

Debt - Summery of Outstanding C

Debt - Summery of Outstanding Convertible Debenture (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Conversion of Convertible Debentures into common stock	$ (7,735)	$ 0	$ 0
Convertible Debentures [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Convertible debentures, beginning period	0
Issuance of Convertible Debentures	24,000
Change in fair value of Convertible debentures	(3,700)
Repayment of Convertible Debentures	(15,625)
Conversion of Convertible Debentures into common stock	(7,735)
Convertible debentures, ending period	4,340	0
Oramed Note
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Convertible debentures, beginning period	0
Issuance of Convertible Debentures	106,252
Change in fair value of Convertible debentures	2,837
Repayment of Convertible Debentures	(5,000)
Convertible debentures, ending period	$ 104,089	$ 0

Junior DIP Facility and Sorre_2

Junior DIP Facility and Sorrento Stock Purchase Agreement (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions			12 Months Ended
	Sep. 21, 2023	Jul. 05, 2023	Dec. 31, 2023
Penny Warrants [Member]
Price per share	$ 0.01
Fair Value Of Warrants	$ 10.4
Warrants exercisable date			Mar. 14, 2025
Subsequent Penny Warrants 1 [Member]
Warrant vesting date			Mar. 19, 2024
Subsequent Penny Warrants 1 [Member] | Common Stock [Member]
Issue of warrants			2,125,000
Subsequent Penny Warrants 2 [Member]
Warrant vesting date			Jun. 17, 2024
Subsequent Penny Warrants 2 [Member] | Common Stock [Member]
Issue of warrants			2,125,000
Subsequent Penny Warrants 3 [Member]
Warrant vesting date			Sep. 15, 2024
Subsequent Penny Warrants 3 [Member] | Common Stock [Member]
Issue of warrants			2,125,000
Subsequent Penny Warrants 4 [Member]
Warrant vesting date			Dec. 14, 2024
Subsequent Penny Warrants 4 [Member] | Common Stock [Member]
Issue of warrants			2,125,000
Sorrento Stock Purchase Agreement | Common Stock [Member]
Shares Purchased Under Stock Purchase Agreement	60,068,585
Sorrento Stock Purchase Agreement | Preferred Stock [Member]
Shares Purchased Under Stock Purchase Agreement	29,057,097
Shares Purchased At Par Value Under Stock Purchase Agreement	$ 0.0001
Fair Value of stock repurchased	$ 52.6
Sorrento Stock Purchase Agreement | Private Warrants [Member]
Shares Purchased Under Stock Purchase Agreement	3,104,000
Sorrento Stock Purchase Agreement | Public Warrants [Member]
Shares Purchased Under Stock Purchase Agreement	1,386,617
Oramed Note
Legal fees and expenses	$ 12.3
Cash payment	$ 10
Oramed Note | Closing Penny Warrant [Member] | Common Stock [Member]
Issue of warrants	4,500,000
Price per share	$ 0.01
Oramed Note | Subsequent Penny Warrants [Member]
Transfer of warrants	4,000,000
Oramed Note | Subsequent Penny Warrants [Member] | Common Stock [Member]
Issue of warrants	8,500,000
Price per share	$ 0.01
Oramed Note | Penny Warrants [Member] | Common Stock [Member]
Number Of Share Outstanding	9.90%
Maximum [Member] | Subsequent Penny Warrants [Member]
Warrants exercisable date			Mar. 14, 2025
Minimum [Member] | Subsequent Penny Warrants [Member]
Warrants exercisable date			Dec. 14, 2024
Sorrento
Excise tax liability			$ 1.3
Sorrento | Junior DIP Facility
Initial principal amount		$ 20
Debt instrument, interest rate		12%
Exit fee		2%
Debt instrument, description		The Junior DIP Facility was to mature on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to Sorrento; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of Sorrento; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments (as defined in the Junior DIP Loan Agreement) in accordance with the DIP Documents (as defined in the Junior DIP Loan Agreement); and (v) dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

Stockholders' Equity (Additiona

Stockholders' Equity (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Thousands				12 Months Ended
	Dec. 22, 2023	Aug. 31, 2023	Nov. 17, 2022	Dec. 31, 2023	Sep. 25, 2023	Dec. 31, 2022
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued				160,084,250	474,683	141,348,856
Share price				$ 18
Warrants outstanding				6,854,309		6,899,988
Preferred stock, shares outstanding				29,057,097		29,057,097
Treasury Stock Common Shares Outstanding				60,068,585		0
Shares issued, shares				250,000
Payment made to Investor				$ 8,650
Common Stock Issued				$ 16		$ 14
Preferred Stock Member
Shareholders' Equity (Details) [Line Items]
Preferred stock, shares outstanding				29,057,097		29,057,097
Hudson Bay [Member]
Shareholders' Equity (Details) [Line Items]
Proceed from Securities and Warrants issued		$ 118,600
Common Stock Issued				$ 500
Cove Lane [Member]
Shareholders' Equity (Details) [Line Items]
Common Stock Issued				$ 300
A R Yorkville Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued				632,431
Purchase of stock, percentage				98%
Common stock sold				11,552,074
Proceeds from sale of common stock				$ 32,300
Right to sell maximum number of common stock shares			$ 500,000	$ 500,000
A R Yorkville Purchase Agreement [Member] | Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Shares issued, shares				250,000
B. Riley Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued				250,000
Purchase of stock, percentage				98%
Common stock sold				1,414,554
Proceeds from sale of common stock				$ 3,200
Right to sell maximum number of common stock shares			$ 500,000
ATM Sales Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Number sale of common stock shares	170,000,000
Proceeds from sale of common shares percentage				3%
ATM Sales Agreement [Member] | Maximum [Member]
Shareholders' Equity (Details) [Line Items]
Number sale of common stock shares	170,000,000
Warrants [Member] | Warrant Transfer Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Price per share				$ 0.01
Warrants outstanding				3,613,383		4,104,000
Treasury Stock [Member]
Shareholders' Equity (Details) [Line Items]
Treasury Stock Common Shares Outstanding				60,068,585

Stock Incentive and Employee _3

Stock Incentive and Employee Benefit Plans - Schedule of Stock Options Outstanding Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Payment Arrangement [Abstract]
Options Outstanding, Beginning Balance	16,939
Options Outstanding, Granted	17,610
Options Outstanding, Exercised	(365)
Options Outstanding, Forfeited/Cancelled	(1,060)
Options Outstanding, Ending Balance	33,124	16,939
Options Outstanding, Exercisable	18,990
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 1.68
Weighted Average Exercise Price, Granted	7.02
Weighted Average Exercise Price, Exercised	1.68
Weighted Average Exercise Price, Forfeited/Cancelled	6.36
Weighted Average Exercise Price, Outstanding, Ending Balance	4.38	$ 1.68
Weighted Average Exercise Price, Exercisable	$ 2.78
Outstanding, Weighted-average Remaining Contractual Life, (in Years)	7 years 6 months	7 years
Exercisable, Weighted-average Remaining Contractual Life, (in Years)	6 years 3 months 18 days
Aggregate Intrinsic Value, Outstanding	$ 7,459	$ 38,942
Aggregate Intrinsic Value, Exercisable	$ 5,600

Stock Incentive and Employee _4

Stock Incentive and Employee Benefit Plans - Schedule of estimate stock-based compensation on the date of grant for stock options and ESPP (Details)	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%	0%
Expected stock -price volatility	76%	35%
Term of options	3 years 10 months 9 days	4 years 10 months 9 days
Black-Scholes Option Pricing Method [Member] | Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%
Risk-free interest rate, minimum	3.59%
Risk-free interest rate, maximum	4.74%
Term of options	6 years 3 months
Black-Scholes Option Pricing Method [Member] | Stock Option [Member] | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock -price volatility	40%
Black-Scholes Option Pricing Method [Member] | Stock Option [Member] | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock -price volatility	77%
Black-Scholes Option Pricing Method [Member] | Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0%
Expected stock -price volatility	117.57%
Risk-free interest rate, maximum	5.33%
Term of options	6 months

Stock Incentive and Employee _5

Stock Incentive and Employee Benefit Plans (Additional Information) (Details) - USD ($)		1 Months Ended	12 Months Ended
	Feb. 13, 2023	Oct. 31, 2022	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	May 04, 2023	Jan. 17, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock			33,124	16,939
Options granted weighted-average grant date fair value			$ 3.24
Total intrinsic value of option exercise			$ 1,100,000	$ 300,000
Stock-based compensation expenses			14,596,000	5,280,000	$ 5,822,000
Unrecognized compensation cost related to unvested stock option grants			42,400,000
Employee benefit plan contributions by employer			500,000	$ 300,000	300,000
Stock issued for services, shares	4,000,000
Accrued legal fees			$ 0
Weighted average period over grant			3 years 1 month 6 days
Common Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Stock Based Compensation expense cash			$ 750,000
Non Employee Director [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Cash compensation			$ 107,424
Number of common stock shares forfeited			311,735
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized under the plan						30,276,666
2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock			33,123,798
Common stock shares reserved for future issuance				14,622,712
Stock-based compensation expenses			$ 14,600,000	$ 5,300,000	$ 5,800,000
Number of shares authorized under the plan						10,000,000
2022 Equity Incentive Plan | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance				20,276,666
Number of shares authorized under the plan						30,276,666
2022 Equity Incentive Plan | Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares authorized under the plan						20,276,666
2023 Inducement Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant							1,400,000
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Purchase Date		85%
Common stock shares reserved for future issuance			1,462,271
Stock-based compensation expenses			$ 21,000	$ 0
2022 Employee Stock Purchase Plan | Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance			2,875,759

Commitments and Contingencies -

Commitments and Contingencies - Schedule of Leases Supplemental Quantitative Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ (1,021)	$ (746)
Weighted average remaining lease term in years - operating leases	3 years 7 months 6 days	1 year 9 months 18 days
Weighted average discount rate - operating leases	11.10%	11.80%

Commitments and Contingencies_2

Commitments and Contingencies - Schedule of Lease Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Commitments and Contingencies Disclosure [Abstract]
2024	$ 1,042
2025	916
2026	944
2027	724
Total lease payments	3,626
Less imputed interest	(630)
Total lease liabilities	2,996
Less current portion of lease liability	759	$ 745
Lease liability, net of current portion	$ 2,237

Commitments and Contingencies_3

Commitments and Contingencies (Additional Information) (Details) - USD ($) $ in Thousands	1 Months Ended	12 Months Ended
	Feb. 28, 2013	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021	Apr. 30, 2023
Commitments and Contingencies [Line Items]
Finance lease liabilities		$ 0
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Derivative Liability, Noncurrent
Lease Expense		$ 1,100	$ 500	$ 600
Additional ROU assets		2,943	1,131		$ 2,500
GLOPERBA [Member]
Commitments and Contingencies [Line Items]
Due From Related Party		500
Former Employee [Member]
Commitments and Contingencies [Line Items]
Agreement settlement payment		3,500
Former Employee One[Member]
Commitments and Contingencies [Line Items]
Agreement settlement payment		$ 2,500
Epoladerm [Member]
Commitments and Contingencies [Line Items]
Percentage on net sale		6%
Probudur [Member]
Commitments and Contingencies [Line Items]
Percentage on net sale		6%
Envelta [Member]
Commitments and Contingencies [Line Items]
Percentage on net sale		6%
Product Development Agreement [Member] | Developers [Member]
Commitments and Contingencies [Line Items]
Royalty expenses		$ 8,500	4,500
Accrued royalty payables		2,400	2,200
Agreement maturity date	Oct. 02, 2028
Agreement maturity renewal description	The Product Development Agreement will renew automatically for subsequent successive one-year renewal periods unless Scilex Pharma or the Developers terminate it upon 6-month written notice.
Product Development Agreement [Member] | Developers [Member] | Minimum [Member]
Commitments and Contingencies [Line Items]
Royalty payment percentage related to future years	25%
Product Development Agreement [Member] | Developers [Member] | Maximum [Member]
Commitments and Contingencies [Line Items]
Royalty payment percentage related to future years	35%
Product Development Agreement [Member] | Scilex Pharma [Member]
Commitments and Contingencies [Line Items]
Royalty expenses		$ 8,300	$ 2,300
Non-cancelable Lease Agreements [Member] | Minimum [Member] | Research and Development Facilities [Member]
Commitments and Contingencies [Line Items]
Operating lease, remaining lease term		8 months 12 days
Operating lease, lease term		3 years
Non-cancelable Lease Agreements [Member] | Maximum [Member] | Research and Development Facilities [Member]
Commitments and Contingencies [Line Items]
Operating lease, remaining lease term		3 years 9 months 18 days
Operating lease, lease term		5 years

Income Taxes - Schedule of Comp

Income Taxes - Schedule of Components of Benefit for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Current income tax expense (benefit):
Federal	$ 0	$ 0	$ 0
State	13	4	5
Total current	13	4	5
Deferred income tax expense (benefit):
Federal	(16,514)	(10,396)	(12,981)
State	(11,247)	(1,851)	(2,472)
Total deferred	(27,761)	(12,247)	(15,453)
Changes in tax rate	(1,471)	1,347	31
Changes in valuation allowance	29,232	10,900	15,422
Total	$ 13	$ 4	$ 5

Income Taxes - Schedule of Defe

Income Taxes - Schedule of Deferred Tax Liabilities and Related Valuation Allowance (Details) - USD ($) $ in Thousands	Dec. 31, 2023	Dec. 31, 2022
Deferred tax assets:
Net operating loss carryforwards	$ 71,434	$ 48,984
Debt related interest	16,898	15,272
Capitalized research and development	4,936	2,014
Tax credit carryforwards	3,960	1,630
Stock based compensation	525	1,602
Accrued expense and reserves	1,584	568
Operating lease liabilities	774	315
Other	159	77
Total deferred tax assets	100,270	70,462
Less valuation allowance	(96,776)	(67,543)
Total deferred tax assets	3,494	2,919
Deferred tax liabilities:
Intangible assets	(2,734)	(2,666)
Operating lease right-of-use assets	(760)	(253)
Total deferred tax liabilities	(3,494)	(2,919)
Net deferred tax liabilities	$ 0	$ 0

Income Taxes - Schedule of Effe

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Income tax benefit at federal statutory rate	$ (24,007)	$ (4,905)	$ (19,150)
Valuation allowance	29,232	10,900	15,422
Debt discount and interest limitation	0	(9,293)	8,954
Compensation expense	3,798	2,469	224
Acquisition related charges	260	992	75
Prior year true-up and carryback	(5,079)	(713)	(3,968)
State, net of federal tax benefit	(5,127)	(174)	(2,545)
Change in fair value of Convertible Debentures	1,752	0	0
Change in tax rates	(1,471)	0	0
Other	655	728	993
Total	$ 13	$ 4	$ 5

Income Taxes - Schedule of Unre

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Abstract]
Beginning Balance	$ 408	$ 408	$ 406
Increase related to prior year tax positions	536	0	2
Increases related to current year tax positions	127	0	0
Ending Balance	$ 1,071	$ 408	$ 408

Income Taxes (Additional Inform

Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Income Tax Disclosure [Line Items]
Deferred tax assets, valuation allowance	$ 96,776	$ 67,543
Indefinite net federal operating loss	265,900
Research and development income tax credits	3,400
Income tax expense, interest and penalties	0	0	$ 0
Liabilities for uncertain tax positions	0
Unrecognized tax benefits that would impact effective tax rate	1,100	$ 400	$ 400
Research and Development Income Tax Credits [Member]
Income Tax Disclosure [Line Items]
Tax credit, not subject to expire	1,900
Federal [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 278,700
Operating loss carryforwards, expiration year	2035
Income tax credits, expiration year	2035
State [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 114,000
Operating loss carryforwards, expiration year	2034

Net Loss Per Share - Schedule o

Net Loss Per Share - Schedule of the reconciliation of basic and diluted loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Earnings Per Share [Abstract]
Net loss	$ (114,331)	$ (23,364)	$ (88,424)
Premium on redemption of Preferred Stock	(52,645)	0	0
Net loss for basic and diluted loss per share available to common stockholders	$ (166,976)	$ (23,364)	$ (88,424)
Weighted average number of shares outstanding - basic	130,298,000	134,226,000	132,858,000
Effect of dilutive securities	0	0	0
Weighted average number of shares and assumed conversions - diluted	130,298,000	134,226,000	132,858,000
Net loss per share attributable to common stockholders - basic	$ (1.28)	$ (0.17)	$ (0.67)
Net loss per share attributable to common stockholders - diluted	$ (1.28)	$ (0.17)	$ (0.67)

Net Loss Per Share - Schedule_2

Net Loss Per Share - Schedule of potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2023	Dec. 31, 2022	Dec. 31, 2021
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	48,168,217	27,943,081	18,967,724
Convertible Debentures
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	546,921	0	0
Stock Options
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	33,123,798	16,939,093	18,967,724
Public Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	6,854,309	6,899,988	0
Private Warrants
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	3,613,383	4,104,000	0
Retainer Shares
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	4,000,000	0	0
Shares Issuable pursuant to ESPP
Antidilutive Securities Excluded From Computation Of Earnings Per Share Amount	29,806	0	0

Net Loss Per Share (Additional

Net Loss Per Share (Additional Information) (Details) - shares	Dec. 31, 2023	Sep. 25, 2023	Sep. 21, 2023	Dec. 31, 2022
Common stock, shares issued	160,084,250	474,683		141,348,856
Penny Warrant [Member]
Common stock, shares issued			8,500,000

Subsequent Events (Additional I

Subsequent Events (Additional Information (Details) - Subsequent Event [Member] - USD ($) $ / shares in Units, $ in Thousands	Feb. 29, 2024	Feb. 16, 2024
Subsequent Event [Line Items]
Sold of common share	8%
Common stock underwriters exercise, shares	541,176
Legal fees and expenses	$ 200,000
Out Of Pocket Expense	$ 15,950
Sold Of Public Offering Price	1.7
Combined Price Paid Of Warrant	$ 1.564
Subsequent Event, Description		On February 16, 2024, the Company and B. Riley mutually agreed to terminate the B. Riley Purchase Agreement. The termination is effective as of February 16, 2024.
Rodman & Renshaw LLC
Subsequent Event [Line Items]
Common stock sold	5,882,353
Common Warrants Purchase	5,882,353
Purchase Of Common Shares	882,352
Price of Optional Share	$ 1.5548
Price of optional warrant	0.0092
Public Offering Price Per Optional Share	1.69
Public Offering Per Optional Warrant	0.01
Public Offering Price	1.7
Exercise Price Of Warrant	$ 1.7
Warrant [Member]
Subsequent Event [Line Items]
Common Warrants Purchase	882,352
Aggregate shares purchase common warrants	470,588
Exercise price of the Representative Warrants	$ 2.125
Combined public offering price	125%