Scilex Holding (SCLX) Announces 13.27M Share Offering

Scilex Holding (NASDAQ: SCLX) has just filed the following:

We are offering 13,274,336 shares of our common stock, par value $0.0001 per share (the “Common Stock”), at an assumed public offering price of $5.65 per share (based upon the last reported sale price of our Common Stock on the Nasdaq Capital Market on July 11, 2023).

The offering is being underwritten on a firm commitment basis. The actual public offering price per share of Common Stock, if any, in this offering will be determined between us and the representative of the underwriters at the time of pricing, and may be at a discount to the current market price for our Common Stock. Therefore, the assumed public offering price used throughout this preliminary prospectus may not be indicative of the final offering price.

Our parent company, Sorrento Therapeutics, Inc. (“Sorrento”) together with its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc., commenced, on February 13, 2023, voluntary proceedings under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas. The Chapter 11 proceedings are jointly administered under the caption In re Sorrento Therapeutics, Inc., et al. While we are majority-owned by Sorrento, we are not a debtor in Sorrento’s voluntary Chapter 11 filing. For more information regarding our relationship with Sorrento, please see the sections of this prospectus titled “Certain Relationships and Related Party Transactions — Certain Relationships of New Scilex — Junior Debtor in-Possession Financing with Sorrento,” “Risk Factors — Risks Related to our Limited Operating History, Financial Condition and Capital Requirements — Our investment in the Junior DIP Facility may be subject to losses,” “Risk Factors — Risks Related to our Limited Operating History, Financial Condition and Capital Requirements — Delays in Sorrento’s Chapter 11 Cases increase the risk of Sorrento being unable to reorganize its business and emerge from bankruptcy, which may impact Sorrento’s ability to repay the Junior DIP Facility,” and “Risk Factors — Risks Related to our Relationship with Sorrento.”

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