{"url_path":"/sec/sclx/8-k/2026-07-06/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":"2026-07-06","source_url":"https://www.sec.gov/Archives/edgar/data/1820190/0001193125-26-295493-index.html","accession_number":"0001193125-26-295493","cik":"0001820190","ticker":"SCLX","issuer_name":"Scilex Holding Co","edgar_url":"https://www.sec.gov/Archives/edgar/data/1820190/0001193125-26-295493-index.html","primary_entity_key":"0001820190","primary_entity_name":"Scilex Holding Co"},"word_count":190,"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 Investment 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 iHolding 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 (or other applicable exemption) thereunder and (ii) iHolding 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."}