Thursday, May 04, 2023 12:08:37 PM
Item 8.01. Other Events.
As previously disclosed, the Company’s majority stockholder, Sorrento Therapeutics, Inc. (“Sorrento”) and its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (together with Sorrento, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code,” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”).
As previously disclosed, on or around January 19, 2023, Sorrento distributed shares of the Company’s common stock to Sorrento’s stockholders (the “Distributed Stock”), which were restricted from being further transferred until May 11, 2023 (the “Lock-up”) as reflected in a restrictive legend.
On April 24, 2023, the Official Committee of Unsecured Creditors in the Chapter 11 Cases filed the Official Committee of Unsecured Creditors’ Emergency Motion to Extend the Application of the Automatic Stay to Continue the Restricted Trading Period for Shares of Scilex Stock Distributed to the Debtors’ Shareholders (the “Motion”), seeking the Bankruptcy Court’s extension of the application of the automatic stay to continue the restricted trading period for the Distributed Stock.
On April 25, 2023, the Bankruptcy Court entered an order approving the relief requested in the Motion (the “Order”). As set forth in the Order, the Bankruptcy Court extended the Lock-up period for the Distributed Stock until September 1, 2023 (or an otherwise earlier date to be determined, as set forth in the Order). Accordingly, as described in the Order, any shares of the Distributed Stock (including any such shares held by brokerage firms) may not be sold, transferred or otherwise disposed of and the holders of Distributed Stock are prohibited from causing or encouraging any third party to do the same. This extension applies only to the Distributed Stock and does not apply to any securities of Scilex held by Sorrento or any other Scilex securities.
The Company has notified its transfer agent of the Order and the extension of the Lock-up period and, in light of the Order, the restrictive legend on each share of Distributed Stock will be updated to read as follows:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED, LOANED, ENCUMBERED OR OTHERWISE DISPOSED OF WITHOUT THE CONSENT OF SCILEX HOLDING COMPANY (THE “COMPANY”) PRIOR TO SEPTEMBER 1, 2023. A TRANSFER OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE DEEMED TO INCLUDE, WITHOUT LIMITATION, THE (A) SALE OR ASSIGNMENT OF, OFFER TO SELL, CONTRACT OR AGREEMENT TO SELL, GRANT OF ANY OPTION TO PURCHASE OR OTHERWISE DISPOSE OF OR AGREEMENT TO DISPOSE OF, DIRECTLY OR INDIRECTLY, OR ESTABLISHMENT OR INCREASE OF A PUT EQUIVALENT POSITION OR LIQUIDATION WITH RESPECT TO OR DECREASE OF A CALL EQUIVALENT POSITION WITHIN THE MEANING OF SECTION 16 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”), WITH RESPECT TO, ANY SECURITY OF THE COMPANY, (B) ENTRY INTO ANY SWAP OR OTHER ARRANGEMENT THAT TRANSFERS TO ANOTHER, IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF ANY SECURITY OF THE COMPANY, WHETHER ANY SUCH TRANSACTION IS TO BE SETTLED BY DELIVERY OF SUCH SECURITIES, IN CASH OR OTHERWISE, AND (C) ENGAGEMENT, WHETHER DIRECTLY OR INDIRECTLY, IN ANY (I) “SHORT SALE” (AS SUCH TERM IS DEFINED IN RULE 200 OF REGULATION SHO OF THE EXCHANGE ACT) OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR (II) HEDGING TRANSACTION, WHICH ESTABLISHES A NET SHORT POSITION WITH RESPECT TO ANY SECURITIES OF THE COMPANY (INCLUDING THE COMMON STOCK OF THE COMPANY), WITH RESPECT TO EACH OF CLAUSES (I) AND (II) HEREOF, EITHER FOR THE HOLDER’S OWN PRINCIPAL ACCOUNT OR FOR THE PRINCIPAL ACCOUNT OF ANY OTHER PERSON.
Recent SCLX News
- Scilex Holding Company Provides Certain Preliminary Unaudited Financial Results for the Quarter Ended September 30, 2024 • GlobeNewswire Inc. • 10/08/2024 05:58:34 PM
- Scilex Holding Company Announces Closing of a $50 Million Registered Convertible Financing • GlobeNewswire Inc. • 10/08/2024 03:50:47 PM
- Scilex Holding Company Announces Signing of a $50 Million Registered Convertible Financing to Refinance and Restructure Existing Debt & Further Strengthens Financial Profile • GlobeNewswire Inc. • 10/07/2024 01:52:36 PM
- Scilex Holding Company Announces that the U.S. Bankruptcy Court has Extended the Lockup Period on Shares of Scilex Dividend Stock Previously Distributed by Sorrento to its Stockholders as a Dividend to January 31, 2025 • GlobeNewswire Inc. • 09/26/2024 01:00:00 PM
- Scilex Holding Company Announces the Continuing Support from Endeavor Distribution LLC in the Multi-Year Agreement for Scilex’s Commercial Products and the Satisfaction of FSF 33433 LLC $10 Million Loan • GlobeNewswire Inc. • 09/18/2024 01:00:00 PM
- Scilex Holding Company Announces It Has Received the Drug Distributor Accreditation from the National Association of Boards of Pharmacy® (NABP®) • GlobeNewswire Inc. • 09/12/2024 01:00:00 PM
- Scilex Holding Company to Present at the 26th Annual H.C. Wainwright Global Investment Conference • GlobeNewswire Inc. • 09/09/2024 01:00:00 PM
- Scilex Holding Company Announces Acceptance of Presentation at the 2024 American College of Rheumatology Convergence Conference to be held at the Walter E. Washington Convention Center in Washington, D.C. on November 14 – 19, 2024 • GlobeNewswire Inc. • 09/05/2024 01:00:00 PM
- Form 424B3 - Prospectus [Rule 424(b)(3)] • Edgar (US Regulatory) • 09/03/2024 01:24:14 PM
- Form 424B3 - Prospectus [Rule 424(b)(3)] • Edgar (US Regulatory) • 09/03/2024 01:14:43 PM
- Form 425 - Prospectuses and communications, business combinations • Edgar (US Regulatory) • 09/03/2024 01:08:59 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 09/03/2024 01:06:36 PM
- Semnur Pharmaceuticals, Inc., a Wholly Owned Subsidiary of Scilex Holding Company, and Denali Capital Acquisition Corp. (Nasdaq: DECA) Announce Signing of a Merger Agreement for a proposed Business Combination • GlobeNewswire Inc. • 09/03/2024 01:00:00 PM
- Scilex Holding Company to Present Oral, Poster Presentations and Symposia on ZTlido (lidocaine topical system) at the 2024 Annual PAINWeek Conference in Las Vegas, NV on September 3-5, 2024 • GlobeNewswire Inc. • 08/30/2024 01:00:00 PM
- Scilex Holding Company Announces FDA Final Approval to Precision Dosing for GLOPERBA® Label • GlobeNewswire Inc. • 08/29/2024 01:00:00 PM
- Scilex Holding Company Announces the U.S. Patent and Trademark Office Will Be Issuing New ELYXYB® Patent Related to the Treatment of Acute Pain • GlobeNewswire Inc. • 08/21/2024 01:00:00 PM
- Form 4 - Statement of changes in beneficial ownership of securities • Edgar (US Regulatory) • 08/19/2024 09:08:43 PM
- Form 424B3 - Prospectus [Rule 424(b)(3)] • Edgar (US Regulatory) • 08/13/2024 08:34:42 PM
- Form 424B3 - Prospectus [Rule 424(b)(3)] • Edgar (US Regulatory) • 08/13/2024 08:31:04 PM
- Form 10-Q - Quarterly report [Sections 13 or 15(d)] • Edgar (US Regulatory) • 08/13/2024 08:10:08 PM
- Form 3 - Initial statement of beneficial ownership of securities • Edgar (US Regulatory) • 08/12/2024 09:07:15 PM
- Scilex Holding Company Enters into Master Distributor Agreement Among CH Trading Group and Devart Middle East for the Distribution of ZTlido® in Morocco, Tunisia, Libya, Jordan, Iraq, and South Africa • GlobeNewswire Inc. • 08/09/2024 01:00:00 PM
- Form 8-K - Current report • Edgar (US Regulatory) • 08/01/2024 01:00:57 PM
- Scilex Holding Company Provides Certain Preliminary Unaudited Financial Results for the Month Ended July 31, 2024 • GlobeNewswire Inc. • 08/01/2024 01:00:00 PM
- Form EFFECT - Notice of Effectiveness • Edgar (US Regulatory) • 07/26/2024 04:15:12 AM
FEATURED CBD Life Sciences, Inc. (CBDL) Reaches Unprecedented Heights With Explosive Growth and Strategic Expansion in 2024 • Oct 8, 2024 8:00 AM
BNCM COMPLETES MERGER WITH DELEX HEALTHCARE • BNCM • Oct 8, 2024 9:54 AM
Unitronix Corp. to Invest $3 Million in USA Unity Coin Project • UTRX • Oct 7, 2024 7:08 AM
North Bay Resources Announces Assays up to 5 oz/ton Gold, 1.5 oz/ton Platinum, 0.5 oz/ton Palladium, and 0.5 oz/ton Rhodium at Mt. Vernon Gold Mine, Sierra County, California • NBRI • Oct 4, 2024 9:15 AM
Basanite, Inc. Appoints Ali Manav as Interim Chief Executive Officer • BASA • Oct 3, 2024 9:15 AM
Integrated Ventures Announces Launch of MedWell Facilities, LLC and Lease Agreement with Giant Fitness Clubs • INTV • Oct 3, 2024 8:45 AM