Scilex Holding Company, an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, announced today that it has entered into a definitive agreement for the exercise of certain existing warrants to purchase an aggregate of (i) 428,572 shares of common stock (the “Common Stock”) having an exercise of $38.50 per share and issued in April 2024 (the “April 2024 Warrants”) and (ii) 475,824 shares of Common Stock having an exercise price of $22.72 per share and issued in December 2024. The aggregate gross proceeds from the exercise of the Existing Warrants are expected to be approximately $20.3 million, before deducting placement agent fees and other offering expenses payable by the Company. Rodman & Renshaw LLC and StockBlock Securities LLC are acting as the exclusive placement agents for the offering (the “Offering”).
In consideration for the immediate exercise of the Existing Warrants for cash, the Company will issue to the holder of the Existing Warrants a new unregistered warrant to purchase up to an aggregate of 1,356,594 shares of Common Stock at an exercise price of $29.00 per share (the “New Warrant”). The New Warrant will be exercisable immediately upon issuance and will have a term of five years from the date of issuance.
The offering is expected to close on or about November 25, 2025, subject to satisfaction of customary closing conditions. The Company expects to use the net proceeds from the Offering for working capital and general corporate purposes.
The New Warrant described above is being offered in a private placement under Section 4(a)(2) of the Securities Act of 1933, as amended (the “Securities Act”), and Regulation D promulgated thereunder and, along with the shares of Common Stock issuable upon exercise of the New Warrant, have not been registered under the Securities Act, or applicable state securities laws. Accordingly, the New Warrant issued in the private placement and the shares of Common Stock underlying the New Warrant may not be offered or sold in the United States except pursuant to an effective registration statement or an applicable exemption from the registration requirements of the Securities Act and such applicable state securities laws. The Company has agreed to file a registration statement with the Securities and Exchange Commission covering the resale of the shares of Common Stock issuable upon the exercise of the New Warrant.
This press release does 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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