{"filing":{"accession_number":"0001193125-26-295493","cik":"0001820190","ticker":"SCLXW","company_name":"Scilex Holding Co","form":"8-K","filing_date":"2026-07-06","report_date":null,"primary_document":"sclx-20260703.htm","primary_document_url":"https://www.sec.gov/Archives/edgar/data/1820190/000119312526295493/sclx-20260703.htm"},"events":[{"id":16080,"run_id":14346,"accession_number":"0001193125-26-295493","anchor_item_number":"1.01","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.92,"summary":"Scilex entered into a binding term sheet with iHolding Group LLP for a $100 million strategic investment through the private placement of approximately 6.67 million newly issued shares of common stock at $15.00 per share, subject to customary closing conditions including stockholder approval and regulatory approvals.","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-07-06","form":"8-K","submitted_at":null,"items":[{"id":14050,"accession_number":"0001193125-26-295493","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Scilex entered into a binding term sheet with iHolding for a $100 million investment in newly issued common stock at $15.00 per share (approximately 6.67 million shares). This is a material dilutive equity issuance, though structured as a private placement subject to customary closing conditions including stockholder approval and regulatory approvals. The transaction is material to investors as it represents significant new equity dilution and capital infusion, though the binding term sheet language and multiple closing conditions create some uncertainty about ultimate consummation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:16:43.152550+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14051,"accession_number":"0001193125-26-295493","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a proposed $100 million private placement of approximately 6.67 million shares of common stock to iHolding Group LLP at $15.00 per share, expected to be issued in reliance on Section 4(a)(2) and Regulation D exemptions. This is a material dilutive equity issuance that would significantly increase the share count and is subject to customary closing conditions including stockholder approval. The magnitude ($100M) and dilutive nature (6.67M shares) make this material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:16:43.152550+00:00","company_name":"","ticker":null,"filing_date":""},{"id":14052,"accession_number":"0001193125-26-295493","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Scilex announced execution of a binding term sheet for a $100 million strategic investment from iHolding Group LLP involving the purchase of approximately 6,666,667 newly issued shares of common stock at $15.00 per share. This represents a material dilutive equity issuance, though the transaction remains subject to customary closing conditions including stockholder approval and regulatory approvals. The substantial capital raise and significant share dilution would materially affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:16:43.152550+00:00","company_name":"","ticker":null,"filing_date":""}]}],"classifications":[{"id":14050,"accession_number":"0001193125-26-295493","item_number":"1.01","item_title":"Entry into a Material Definitive Agreement.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.75,"reasoning":"Scilex entered into a binding term sheet with iHolding for a $100 million investment in newly issued common stock at $15.00 per share (approximately 6.67 million shares). This is a material dilutive equity issuance, though structured as a private placement subject to customary closing conditions including stockholder approval and regulatory approvals. The transaction is material to investors as it represents significant new equity dilution and capital infusion, though the binding term sheet language and multiple closing conditions create some uncertainty about ultimate consummation.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:16:43.152550+00:00","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-07-06"},{"id":14051,"accession_number":"0001193125-26-295493","item_number":"3.02","item_title":"Unregistered Sales of Equity Securities.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.95,"reasoning":"Item 3.02 discloses a proposed $100 million private placement of approximately 6.67 million shares of common stock to iHolding Group LLP at $15.00 per share, expected to be issued in reliance on Section 4(a)(2) and Regulation D exemptions. This is a material dilutive equity issuance that would significantly increase the share count and is subject to customary closing conditions including stockholder approval. The magnitude ($100M) and dilutive nature (6.67M shares) make this material to investors assessing ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:16:43.152550+00:00","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-07-06"},{"id":14052,"accession_number":"0001193125-26-295493","item_number":"7.01","item_title":"Regulation FD Disclosure.","event_type":"dilutive_issuance","event_domain":"financial","is_material":true,"confidence":0.85,"reasoning":"Scilex announced execution of a binding term sheet for a $100 million strategic investment from iHolding Group LLP involving the purchase of approximately 6,666,667 newly issued shares of common stock at $15.00 per share. This represents a material dilutive equity issuance, though the transaction remains subject to customary closing conditions including stockholder approval and regulatory approvals. The substantial capital raise and significant share dilution would materially affect investor assessment of ownership and capital structure.","classifier_version":"claude-haiku-4-5-20251001+prompt-a85dd512","taxonomy_version":"v1.3","classified_at":"2026-07-06T10:16:43.152550+00:00","company_name":"Scilex Holding Co","ticker":"SCLXW","filing_date":"2026-07-06"}]}