Scilex Holding (SCLX) Prices 15M Share Offering at $1/sh

Scilex Holding Company (Nasdaq: SCLX), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain, today announced that it has entered into a definitive agreement with certain institutional investors for the purchase and sale of an aggregate of 15,000,000 shares of its common stock, par value $0.0001 per share, and warrants to purchase up to an aggregate of 15,000,000 shares of common stock, at a purchase price of $1.00 per share of common stock and accompanying warrant to purchase one share of common stock, in a registered direct offering. The warrants will have an exercise price of $1.10 per share, will become exercisable on the six month anniversary from the date of issuance and will expire on the date that is five years after the date of issuance.

Rodman & Renshaw LLC is acting as the exclusive placement agent for the offering.

The closing of the offering is expected to occur on or about April 25, 2024, subject to the satisfaction of customary closing conditions. The gross proceeds for the offering are expected to be approximately $15 million, prior to deducting the placement agent’s fees and other offering expenses payable by the Company. The Company intends to use the net proceeds from the offering, together with its existing cash and cash equivalents and short-term investments, for working capital and general corporate purposes, which may include capital expenditures, commercialization expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock.

The securities described above are being offered by the Company pursuant to a “shelf” registration statement on Form S-3 (File No. 333-276245), as amended, which was originally filed with the Securities and Exchange Commission (the “SEC”) on December 22, 2023, and declared effective by the SEC on January 11, 2024. The securities are being offered only by means of a prospectus, including a prospectus supplement, forming a part of the effective registration statement. A prospectus supplement and accompanying prospectus relating to, and describing the terms of, the offering will be filed with the SEC and will be available on the SEC’s website at http://www.sec.gov. Electronic copies of the prospectus supplement and accompanying prospectus may also be obtained, when available, by contacting Rodman & Renshaw LLC at 600 Lexington Avenue, 32nd Floor, New York, NY 10022, by telephone at (212) 540-4414, or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any sale of these securities in any state or other jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or other jurisdiction.

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