Exhibit 10.6
ORAMED PHARMACEUTICALS, INC.
August 30, 2024
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
RE: Amendment to Certain Warrants
Ladies and Gentlemen:
Reference is made to (i) that certain Warrant to Purchase Common Stock No. ORMP CS-1 (as amended, restated, supplemented and modified from time to time in accordance with its terms, the “CS-1 Warrant”), dated as of September 21, 2023 and issued by Scilex Holding Company (the “Company”) to Oramed Pharmaceuticals, Inc. (“Oramed”), (ii) that certain Warrant to Purchase Common Stock No. ORMP CS-2 (as amended, restated, supplemented and modified from time to time in accordance with its terms, the “CS-2 Warrant”), dated as of September 21, 2023 and issued by the Company to Oramed and (iii) that certain Warrant to Purchase Common Stock No. ORMP CS-4 (as amended, restated, supplemented and modified from time to time in accordance with its terms, the “CS-4 Warrant”), dated as of September 21, 2023 and issued by the Company to Oramed.
Pursuant to each of the CS-1 Warrant, CS-2 Warrant and CS-4 Warrant, Oramed may purchase up to 4,500,000, 2,125,000 and 2,125,000 shares of common stock, par value $0.0001 per share, of the Company (the “Common Stock”), respectively (each subject to adjustment as provided therein). Capitalized terms used and not defined herein shall have their respective meanings as set forth in the CS-1 Warrant, the CS-2 Warrant and the CS-4 Warrant, as applicable.
The Company and Oramed hereby agree that:
(a) Notwithstanding the definition of the “Exercise Eligibility Date” in the CS-1 Warrant, Oramed may exercise the CS-1 Warrant in respect of the purchase of up to 4,500,000 (subject to adjustment as provided therein) shares of Common Stock subject to such warrant at any time after the date on which the Merger Agreement has been fully executed by the parties thereto. For purposes of this letter agreement, the “Merger Agreement” means an Agreement and Plan of Merger to be entered into among Denali Capital Acquisitions Corp., Denali Merger Sub Inc. and Semnur Pharmaceuticals, Inc. The Company shall notify Oramed of the date of the Merger Agreement promptly following the execution thereof by the parties thereto, unless such execution is otherwise promptly disclosed publicly by the Company.
(b) Notwithstanding the definition of the “Exercise Eligibility Date” in the CS-2 Warrant, Oramed may exercise the CS-2 Warrant in respect of the purchase of up to 937,500 (subject to adjustment as provided therein) shares of Common Stock subject to such warrant at any time after the date on which the Merger Agreement has been fully executed by the parties thereto. For the avoidance of doubt, the remaining 1,187,500 shares (subject to adjustment as provided therein) of Common Stock subject to the CS-2 Warrant shall only be exercisable on or after the Exercise Eligibility Date as defined therein.
