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Item 1.02. Termination of a Material Definitive Agreement
On September 28, 2022, Scilex Pharmaceuticals Inc. (“Scilex Pharma”), an indirect subsidiary of the Company, repurchased (the “Repurchase”) all of the outstanding Senior Secured Notes due 2026 that were issued by Scilex Pharma on September 7, 2018 (the “Notes”). As of immediately prior to the Repurchase, the aggregate principal amount of the Notes was approximately $67.7 million, and Scilex Pharma repurchased the Notes for an aggregate cash payment of approximately $39.7 million as the holders of the Notes forgave and discharged an aggregate of $28.0 million of principal amount of the Notes in connection with the Repurchase.
The Notes were governed by that certain indenture, dated September 7, 2018 (as amended, the “Indenture”), by and among Scilex Pharma, the Company, as parent guarantor, and U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association), as trustee and collateral agent (the “Trustee”) and were secured by assets of Scilex Pharma related to ZTlido™ (lidocaine topical system 1.8%), including the property and assets of Scilex Pharma necessary for, or otherwise relevant to, the manufacture and sale of ZTlido™ (lidocaine topical system 1.8%), on a worldwide basis (exclusive of Japan). Pursuant to the Indenture, the Company had agreed to irrevocably and unconditionally guarantee, on a senior unsecured basis, the punctual performance and payment when due of all obligations of Scilex Pharma under the Indenture (the “Guarantee”). The security interests and liens granted in connection with the Indenture and Notes, as well as the Notes, the Indenture and the Guarantee, were terminated in connection with the Repurchase and the discharge of indebtedness thereunder.
Item 2.04. Triggering Events That Accelerate or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.
The information set forth in Item 1.02 is hereby incorporated by reference in its entirety into this Item 2.04.
