Scilex Holding Company announced that it has entered into a securities purchase agreement with new investor Oramed Pharmaceuticals Inc. for issuing a promissory note, a closing penny warrant and subsequent penny warrants for aggregate gross proceeds of $101,875,000 on September 21, 2023. The promissory note has aggregate principal amount of $101,875,000, is senior and secured in nature, and matures on March 21, 2025. The note bears fluctuating per annum interest rate equal to the sum of greater of 4% and term SOFR and 8.5% payable in-kind on a monthly basis and is payable in six principal installments, with the first installment in the principal amount of $5,000,000 payable on December 21, 2023, the second installment in the principal amount of $15,000,000 payable on March 21, 2024 and the next three installments each in the principal amount of $20,000,000 payable on each of June 21, 2024, September 21, 2024 and December 21, 2024 and with the last installment in the entire remaining principal balance payable on March 21, 2025. The company also issued closing penny warrant to purchase up to an aggregate of 4,500,000 shares with an exercise price of $0.01 per share and 4 subsequent penny warrants to purchase up to an aggregate of 8,500,000 shares each with an exercise price of $0.01 per share. The closing penny warrant will be exercisable upon the earliest of March 14, 2025 and the date on which the note has been repaid in full and the management sale trigger date, and expire on the date that is the fifth anniversary of the issuance date. Each subsequent penny warrant is exercisable for 2,125,000 shares, one of which shall vest and become exercisable on the date that is the later of each of March 19, 2024, June 17, 2024, September 15, 2024 or December 14, 2024 and the earliest of March 14, 2025, the date on which the note has been repaid in full and the management sale trigger date and will expire on the date that is the fifth anniversary of the issuance date. The company has issued securities pursuant to Section 4(a)(2) of the Securities Act and Rule 506 promulgated thereunder Regulation D.

The company has received 101,875,000 pursuant to Regulation D and included participation from single investor.