{"filing":{"accession_number":"0001193125-26-288677","cik":"0001820190","ticker":"SCLXW","company_name":"Scilex Holding Co","form":"8-K","filing_date":"2026-06-29","report_date":null,"primary_document":"sclx-20260624.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1820190/000119312526288677/sclx-20260624.htm"},"events":[{"id":14723,"run_id":13116,"accession_number":"0001193125-26-288677","anchor_item_number":"1.01","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"summary":"Scilex entered into a binding term sheet on June 24, 2026 to purchase 837 BTC from Datavault for $50 million, with an initial $30 million payment and remaining $20 million in quarterly installments through 2028, contingent on execution of a definitive agreement and satisfaction of closing conditions.","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-06-29","form":"8-K","submitted_at":null,"items":[{"id":12239,"accession_number":"0001193125-26-288677","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Scilex entered into a binding term sheet on June 24, 2026 for a proposed purchase of 837 BTC from Datavault for $50 million, with an initial $30 million payment and remaining $20 million in quarterly installments through 2028. While the transaction is contingent on execution of a definitive agreement and satisfaction of closing conditions, the binding term sheet constitutes entry into a material definitive agreement under Item 1.01, and the $50 million asset acquisition is material to the registrant's financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:02:28.391122+00:00","company_name":"","ticker":null,"filing_date":""}]},{"id":14724,"run_id":13116,"accession_number":"0001193125-26-288677","anchor_item_number":"3.02","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"summary":"Scilex contemplates an unregistered private placement of Company Common Stock to Datavault, an accredited investor, in a transaction exempt under Section 4(a)(2) and Regulation D Rule 506, as part of the proposed Bitcoin acquisition transaction.","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-06-29","form":"8-K","submitted_at":null,"items":[{"id":12240,"accession_number":"0001193125-26-288677","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a potential unregistered sale of Company Common Stock to Datavault in a private placement exempt under Section 4(a)(2) and Regulation D Rule 506. The disclosure explicitly contemplates issuance of equity securities to an accredited investor in a transaction not registered under the Securities Act, which is the hallmark of a dilutive private placement. The reference to Item 1.01 regarding a \"Term Sheet\" and \"Proposed Transaction\" indicates this is a material capital-raising event, though the exact terms and timing remain contingent.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:02:28.391122+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":12239,"accession_number":"0001193125-26-288677","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"ma_activity","event_domain":"operational","is_material":true,"confidence":0.85,"reasoning":"Scilex entered into a binding term sheet on June 24, 2026 for a proposed purchase of 837 BTC from Datavault for $50 million, with an initial $30 million payment and remaining $20 million in quarterly installments through 2028. While the transaction is contingent on execution of a definitive agreement and satisfaction of closing conditions, the binding term sheet constitutes entry into a material definitive agreement under Item 1.01, and the $50 million asset acquisition is material to the registrant's financial position.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:02:28.391122+00:00","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-06-29"},{"id":12240,"accession_number":"0001193125-26-288677","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"The filing discloses a potential unregistered sale of Company Common Stock to Datavault in a private placement exempt under Section 4(a)(2) and Regulation D Rule 506. The disclosure explicitly contemplates issuance of equity securities to an accredited investor in a transaction not registered under the Securities Act, which is the hallmark of a dilutive private placement. The reference to Item 1.01 regarding a \"Term Sheet\" and \"Proposed Transaction\" indicates this is a material capital-raising event, though the exact terms and timing remain contingent.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-06-29T21:02:28.391122+00:00","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-06-29"}]}