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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): November 27, 2024
SCILEX HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-39852 | 92-1062542 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
960 San Antonio Road, Palo Alto, California, 94303
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 516-4310
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
| Title of each class |
Trading |
Name of each exchange |
||
| Common stock, par value $0.0001 per share | SCLX | The Nasdaq Stock Market LLC | ||
| Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | SCLXW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒ On November 27, 2024, David Lemus notified the Board of Directors (the “Board”) of Scilex Holding Company (the “Company”) that he was resigning from the Board, all committees of the Board and any director or officer position held with any subsidiary of the Company, effective as of November 27, 2024, for personal and professional reasons.
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
A copy of Mr. Lemus’s resignation letter is attached hereto as Exhibit 17.1 and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| Exhibit |
Description |
|
| 17.1 | Resignation Letter of David Lemus, dated November 27, 2024. | |
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCILEX HOLDING COMPANY | ||
| By: | /s/ Jaisim Shah |
|
| Name: | Jaisim Shah | |
| Title: | Chief Executive Officer & President | |
Date: November 29, 2024
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Exhibit 17.1
David Lemus
SCILEX HOLDING COMPANY
960 San Antonio Road
Palo Alto, CA 94303
November 27, 2024
Henry Ji
Executive Chairman
SCILEX HOLDING COMPANY
960 San Antonio Road
Palo Alto, CA 94303
Dear Henry,
Please accept this letter as formal notification that I am resigning for personal and professional reasons from my position as Non-Executive Director of SCILEX HOLDING COMPANY, effective immediately.
I wish you, the board, and the entire company all the best in the future.
Thank you very much for the opportunity to serve Scilex and its patients.
| Sincerely, |
| /s/ David Lemus |