SCLX 8-K
Scilex Holding Co (SCLX)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
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(Exact name of registrant as specified in its charter)
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(Former Name or Former Address, if Changed Since Last Report)
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Exchange Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 1.01. Entry into a Material Definitive Agreement.
On July 18, 2026, Scilex Holding Company (the “Company”) entered into a stock repurchase agreement (the “Vivasor Repurchase Agreement”) with Vivasor Holding Company (“Vivasor”), pursuant to which the Company agreed to sell to Vivasor (i) 6,101,468 shares of Vivasor’s Series A-1 Preferred Stock, par value $0.00001 per share, and (ii) 355,919 shares of Vivasor’s Series A-2 Preferred Stock, par value $0.00001 per share, in each case which had been previously acquired by the Company in January 2026 (such previously acquired shares, collectively, the “Subject Shares”).
Vivasor will purchase the Subject Shares from the Company for an aggregate purchase price of $11,999,762.28 payable by wire transfer, by assignment of the shares of common stock of Datavault AI, Inc. held by Vivasor, Inc., a subsidiary of Vivasor, or by any combination of such methods (the “Purchase Price”). The Vivasor Repurchase Agreement provides that the Purchase Price will be paid in tranches as follows: (i) $999,980.97 on July 18, 2026; (ii) $4,999,901.10 at any time on or before September 30, 2026; (iii) $1,999,960.07 at any time after September 30, 2026 but on or before December 31, 2026; (iv) $1,999,960.07 at any time after December 31, 2026 but on or before March 31, 2027; and (v) $1,999,960.07 at any time after March 31, 2027 but on or before June 30, 2027.
The Vivasor Repurchase Agreement contains customary representations, warranties, covenants, indemnification provisions and other terms typical for transactions of this nature.
Dr. Henry Ji, Ph.D., the Company’s current Chief Executive Officer, President and Chairperson, currently serves as the Chief Executive Officer of Vivasor.
The foregoing description of the Vivasor Repurchase Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Vivasor Repurchase Agreement, a copy of which is attached hereto as Exhibit 10.1 and is incorporated by reference herein.
Item 2.01. Completion of Acquisition or Disposition of Assets.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Exhibit Number |
Description |
10.1 |
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104 |
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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SCILEX HOLDING COMPANY |
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By: |
/s/ Henry Ji, Ph.D. |
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Name: |
Henry Ji, Ph.D. |
Date: July 22, 2026 |
Title: |
Chief Executive Officer & President |
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Exhibit 10.1
Stock repurchase AGREEMENT
This Stock Repurchase Agreement (this “Agreement”) is made and entered into effective as of July 18, 2026 (the “Effective Date”) by and among (i) Vivasor Holding Company, a Delaware corporation (the “Company”), (ii) Vivasor, Inc., a Delaware corporation and a subsidiary of the Company (the “Subsidiary”), and (iii) Scilex Holding Company (the “Seller”).
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereby agree as follows:
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The Seller and the Company each hereby acknowledge and agree that (i) the Price Per Share has been negotiated between them based on a variety of facts and circumstances, including facts and circumstances that may be unique to the Seller and the Company and, accordingly, the Price Per Share may not accurately reflect the fair market value of the Shares as of the Effective Date; and (ii) in the event that on any Payment Date, the Company pays all or any portion of the Purchase Price by the assignment of the DVLT Shares from the Subsidiary to Seller (such amount of Purchase Price to be paid by the assignment of DVLT Shares, the “Stock Payment Amount”), the number of DVLT Shares to be assigned shall equal the Stock Payment Amount divided by the Deemed DVLT Share Price (rounded down to the nearest whole share). For purposes of this Agreement, the “Deemed DVLT Share Price” shall be the price per share of the DVLT Shares, as reported on The Nasdaq Stock Market, on the last trading day immediately preceding the date of the applicable Payment Date. Without limiting the generality of the foregoing, neither the Company nor the Seller is making any representation as to the fair market value of any Shares.
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[Signature page follows]
IN WITNESS WHEREOF, the parties hereto have each executed this Agreement as of the Effective Date.
COMPANY: VIVASOR HOLDING COMPANY
By: /s/ Henry Ji, Ph.D. Name: Henry Ji, Ph.D. Title: Chief Executive Officer |
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Address: |
9380 Judicial Drive |
San Diego, CA 92121 |
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SUBSIDIARY: VIVASOR, INC.
By: /s/ Henry Ji, Ph.D. Name: Henry Ji, Ph.D. Title: Chief Executive Officer |
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Address: |
9380 Judicial Drive |
San Diego, CA 92121 |
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IN WITNESS WHEREOF, the parties hereto have each executed this Agreement as of the Effective Date.
SELLER: Scilex Holding Company
By: /s/ Stephen Ma Name: Stephen Ma Title: Chief Financial Officer |
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Address: |
9380 Judicial Drive |
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San Diego, CA 92121 |
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[Signature Page to Stock Repurchase Agreement]
EXHIBIT A
SELLER’S STOCK POWER
AND ASSIGNMENT SEPARATE FROM CERTIFICATE
(See attached)
SELLER’S STOCK POWER
AND ASSIGNMENT SEPARATE FROM CERTIFICATE
Pursuant to that certain Stock Repurchase Agreement, dated as of July ___, 2026 (as amended and/or restated from time to time, the “Agreement”), the undersigned, as Seller, hereby sells, assigns and transfers for no additional consideration, other than the consideration of $1.8583 per share set forth in the Agreement, 6,101,468 shares of Series A-1 Preferred Stock and 355,919 shares of Series A-2 Preferred Stock of Vivasor Holding Company, a Delaware corporation (the “Company”), par value $0.00001 per share, and does hereby irrevocably constitute and appoint the Secretary of the Company as the undersigned’s attorney-in-fact, with full power of substitution, to transfer said stock on the books of the Company. Capitalized terms used but not otherwise defined herein shall have the respective meanings assigned to such terms in the Agreement.
Dated: |
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Scilex Holding Company
By: |
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Name: Stephen Ma Title: Chief Financial Officer |