{"url_path":"/sec/sclx/8-k/2026-06-29/item-3-02","section_key":"item-3-02","section_title":"Item 3.02 Unregistered Sales of Equity Securities.","topic":"sec","document":{"doc_type":"8-K","doc_date":"2026-06-29","source_url":"https://www.sec.gov/Archives/edgar/data/1820190/0001193125-26-288677-index.html","accession_number":"0001193125-26-288677","cik":"0001820190","ticker":"SCLX","issuer_name":"Scilex Holding Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820190/0001193125-26-288677-index.html","primary_entity_key":"0001820190","primary_entity_name":"Scilex Holding Co"},"word_count":241,"has_tables":true,"body_markdown":"Item 3.02. Unregistered Sales of Equity Securities.\n\n \n\nThe information provided in Item 1.01 regarding the Term Sheet and the potential issuance of shares of Company Common Stock is hereby incorporated by reference.\n\n \n\nIt has not yet been determined whether the shares of Company Common Stock that may be issued in the Proposed Transaction will be issued in a private placement. If such shares are issued in a private placement, the Company expects that (i) such shares would be issued to Datavault in a transaction exempt from registration under the Securities Act of 1933, as amended, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder and (ii) Datavault will represent that it is an “accredited investor,” as defined in Regulation D, and will acquire such shares for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof. Neither this Current Report on Form 8-K nor the Term Sheet is an offer to sell or the solicitation of an offer to buy shares of Company Common Stock or any other securities of the Company.\n\n2\n\n \n\n \n\n \n\nSIGNATURES\n\nPursuant 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.\n\n \n\nSCILEX HOLDING COMPANY\n\n \n\n \n\n \n\n \n\nBy:\n\n/s/ Henry Ji, Ph.D.\n\n \n\nName:\n\nHenry Ji, Ph.D.\n\nDate: June 29, 2026\n\nTitle:\n\nChief Executive Officer & President\n\n \n\n3"}