Scilex Holding Co false 0001820190 0001820190 2023-05-04 2023-05-04 0001820190 sclx:CommonStockParValue0.0001PerShare2Member 2023-05-04 2023-05-04 0001820190 sclx:WarrantsToPurchaseOneShareOfCommonStockEachAtAnExercisePriceOf11.50PerShare1Member 2023-05-04 2023-05-04

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): May 4, 2023

 

 

SCILEX HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39852   92-1062542

(State or other jurisdiction

of incorporation)

  

(Commission

File Number)

  

(IRS Employer

Identification No.)

960 San Antonio Road, Palo Alto, California, 94303

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 516-4310

N/A

(Former name or former address, if changed since last report)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

☐

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

☐

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

☐

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

☐

Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act

 

Title of each class

  

Trading

Symbol(s)

  

Name of each exchange

on which registered

Common stock, par value $0.0001 per share   SCLX   The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share   SCLXW   The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ☒

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

 

 

 

Item 5.02.

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On May 4, 2023, Scilex Holding Company (the “Company”) held its 2023 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the Company’s stockholders approved the amendment to the Scilex Holding Company 2022 Equity Incentive Plan (the “2022 Plan”) to (i) increase the number of shares authorized for issuance thereunder by 10,000,000 shares to 30,276,666 shares, (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to 30,276,666 shares, and (iii) modify the commencement date of the automatic increase in the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to January 1, 2024.

The amendment to the 2022 Plan had been previously approved, subject to stockholder approval, by the Company’s Board of Directors. A summary of the 2022 Plan, as amended, was included in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on March 8, 2023 (the “Proxy Statement”). The summary of the 2022 Plan, as amended, is qualified in its entirety by reference to the full text of the 2022 Plan, as amended, which is filed as Exhibit 10.1 hereto and incorporated herein by reference.

 

Item 5.07.

Submission of Matters to a Vote of Security Holders.

On May 4, 2023, the Company held the Meeting. At the Meeting, a total of 127,973,128 shares, or 73.18% of the Company’s common stock and Series A preferred stock issued and outstanding as of the record date, were represented virtually or by proxy.

At the Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Proxy Statement. Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.

Proposal No. 1: To elect the following nominees as Class I directors to serve until the Company’s 2026 Annual Meeting of Stockholders.

 

Nominee

  

For

  

Withhold

  

Broker Non-Votes

Dorman Followwill

   107,842,833   10,527,196   9,603,099

David Lemus

   113,424,163   4,945,866   9,603,099

Proposal No. 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2023.

 

For

  

Against

  

Abstentions

127,368,078

  

393,667

  

211,383

Proposal No. 3: To approve the amendment to the 2022 Plan to (i) increase the number of shares authorized for issuance thereunder by 10,000,000 shares to 30,276,666 shares, (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to 30,276,666 shares, and (iii) modify the commencement date of the automatic increase in the number of shares authorized for issuance thereunder pursuant to the exercise of incentive stock options to January 1, 2024.

 

For

  

Against

  

Abstentions

  

Broker Non-Votes

101,476,808

   16,369,983   523,238   9,603,099

 

2

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

   

Description

10.1    Scilex Holding Company 2022 Equity Incentive Plan, as amended.
104    Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

 

3

SIGNATURES

Pursuant 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.

 

SCILEX HOLDING COMPANY
By:  

/s/ Jaisim Shah

Name:   Jaisim Shah
Title:   Chief Executive Officer & President

Date: May 5, 2023

 

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