Scilex Holding Co — Director's Dealing 2023

Sep 25, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Scilex Holding Co (SCLX)
CIK: 0001820190
Period of Report: 2023-09-21

Reporting Person: Sorrento Therapeutics, Inc. (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-21	Common Stock	S	60068585	—	Disposed	1917210	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2023-09-21	Warrants to Purchase Common Stock	$11.50	S	4490617	Disposed	2027-11-10	Common Stock (4490617)	Direct

Footnotes

F1: Pursuant to that certain Stock Purchase Agreement, dated September 21, 2023, between the Reporting Person and Scilex Holding Company ("Scilex"), Scilex purchased the following securities from the Reporting Person for an aggregate purchase price of (a) $10 million in cash; plus (b) the assumption by Scilex of $100 million of debt under the Reporting Person's non-amortizing super-priority senior secured debtor-in-possession term loan facility; plus (c) the assumption by Scilex of certain obligations of the Reporting Person for legal fees and expenses in the amount of approximately $12.25 million; plus (d) a credit bid of approximately $23 million owed to Scilex under the Reporting Person's non-amortizing super-priority junior secured term loan facility: (i) 60,068,585 shares of Common Stock of Scilex; (ii) 29,057,097 shares of Series A Preferred Stock of Scilex; and (iii) warrants exercisable for 4,490,617 shares of Common Stock of Scilex.