SCLX · Scilex Holding Co · Insider Trading

On July 3, 2026, the Reporting Person entered into a letter agreement (the "Letter Agreement") with Quantum Scan Holdings, Inc. ("Q Scan") and the other party named therein, pursuant to which the Reporting Person transferred the shares reported herein to Q Scan in exchange for shares of common stock of Q Scan. The price at which the shares reported herein are being transferred to Q Scan will be based on the closing price of the shares of Scilex common stock on the Nasdaq Capital Market on the last trading day immediately prior to the transfer of such shares pursuant to the Letter Agreement.

The number of shares beneficially owned reflects the 1-for-35 reverse stock split effected April 15, 2025.

1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date. Notwithstanding the preceding sentence, the shares of Common Stock subject to the Option will not be exercisable until such date as the Issuer's outstanding indebtedness under the Senior Secured Promissory Note issued by the Issuer to Oramed Pharmaceuticals, Inc. on September 21, 2023 and the Tranche B Senior Secured Convertible Notes issued by the Issuer to each of Oramed Pharmaceuticals, Inc., Nomis Bay Ltd., 3i LP and BPY Limited, has been repaid in full.

1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date. Notwithstanding the preceding sentence, the shares of Common Stock subject to the Option will not be exercisable until such date as the Issuer's outstanding indebtedness under the Senior Secured Promissory Note issued by the Issuer to Oramed Pharmaceuticals, Inc. on September 21, 2023 and the Tranche B Senior Secured Convertible Notes issued by the Issuer to each of Oramed Pharmaceuticals, Inc., Nomis Bay Ltd., 3i LP and BPY Limited, has been repaid in full.

1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Transferred pursuant to the terms of an Amendment to Senior Secured Promissory Note (the "Amendment Letter") the Issuer and the Reporting Person entered into with Oramed Pharmaceuticals Inc. ("Oramed") for the extension of the maturity date of that certain senior secured promissory note previously issued by the Issuer to Oramed on September 21, 2023. Under the terms of the Amendment Letter and in consideration for such extension and to limit certain noteholders' rights to exercise certain secured creditor remedies (including recourse against the assets of the Reporting Person as a grantor under the Security Agreement (as defined in the Amendment Letter)), the Reporting Person transferred to Oramed an aggregate of 3,250,000 shares of common stock, par value $0.0001 per share of the Issuer, held by the Reporting Person.

Transferred in connection with a First Amendment to License and Commercialization Agreement (the "License Amendment") the Issuer entered into with Rxomeg Therapeutics, LLC a/k/a Romeg Therapeutics, LLC ("Romeg"), as contemplated by that certain Transfer Agreement entered into between the Issuer and Romeg (the "Transfer Agreement"). In consideration of the execution of the License Amendment and the Transfer Agreement, the Reporting Person transferred to Romeg an aggregate of 779,371 shares of common stock, par value $0.0001 per share of the Issuer, held by the Reporting Person.

Transferred pursuant to the terms of a Deferral and Consent Letter (collectively, the "Consent Letters") the Issuer and the Reporting Person entered into with each of (i) Nomis Bay Ltd and BPY Limited, (ii) Oramed Pharmaceuticals Inc. ("Oramed") and (iii) 3i, LP, respectively (collectively, the "Noteholders") for the deferral of certain amortization payments owned by the Issuer to the Noteholders. Under the terms of the Consent Letters and in consideration for such deferrals and to limit the Noteholders' right to exercise certain secured creditor remedies (including recourse against the assets of the Reporting Person as a grantor under the Security Agreement (as defined in the Consent Letters)),

(continued from footnote 1) the Reporting Person transferred to the Noteholders an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share of the Issuer, held by the Reporting Person, of which 2,500,000 shares were delivered to Oramed, 720,000 shares were delivered to BPY Limited, 1,280,000 shares were delivered to Nomis Bay Ltd, and 500,000 shares were delivered to 3i, LP.

Open market purchase by the Reporting Person of 30,000 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions over a range of sales prices.

Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on December 18, 2024 at prices ranging from $0.4590 to $0.4600 per share, inclusive. The amount reflected has been rounded to four decimal points. The Reporting Person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

1/12th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/12th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/12th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Open market purchase by the reporting person of 8,888 shares of common stock, par value $0.0001 per share (the "Common Stock").

Open market purchase by the reporting person of 32,000 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions at a price of $0.9897.

Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on October 29, 2024 at a price of $0.9897. The amount reflected has been rounded to four decimal points. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

Open market purchase by the reporting person of 1,000 shares of common stock, par value $0.0001 per share.

Open market purchase by the reporting person of 5,000 shares of common stock, par value $0.0001 per share.

Open market purchase by the reporting person of 2,000 shares of common stock, par value $0.0001 per share.

Open market purchase by the reporting person of 10,000 shares of common stock, par value $0.0001 per share (the "Common Stock").

Open market purchase by the reporting person of 20,000 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions over a range of sales prices.

Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on October 17, 2024 at prices ranging from $0.9479 to $0.9497 per share, inclusive. The amount reflected has been rounded to four decimal points. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

Open market purchase by the reporting person of 30,000 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions over a range of sales prices.

Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on October 16, 2024 at prices ranging from $0.9674 to $1.0000 per share, inclusive. The amount reflected has been rounded to four decimal points. The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

Open market purchase by the reporting person of 6,700 shares of common stock, par value $0.0001 per share.

1/48th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/12th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was March 15, 2024, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/12th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was March 15, 2024, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/4th of the original number of shares subject to the option vested on March 18, 2020, and 1/36th of the remaining number of shares subject to the option vested and shall vest on a monthly basis thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/4th of the original number of shares subject to the option vested on March 18, 2020, and 1/36th of the remaining number of shares subject to the option vested and shall vest on a monthly basis thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/48th of the number of shares subject to the option vested and shall vest on a monthly basis following the grant date, which was October 4, 2023, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Open market purchase by the reporting person of 50,000 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions over a range of sales prices.

Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on May 17, 2024 at prices ranging from $0.8700 to $0.8800 per share, inclusive. The amount reflected has been rounded to 4 decimal points.

The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

Open market purchase by the reporting person of 57,500 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions over a range of sales prices.

Reflects the weighted average price of the shares of Common Stock purchased on the open market in multiple transactions on May 17, 2024 at prices ranging from $0.8978 to $0.8998 per share, inclusive. The amount reflected has been rounded to 4 decimal points.

The reporting person undertakes to provide to the issuer, any security holder of the issuer, or the staff of the U.S. Securities and Exchange Commission, upon request, full information regarding the number of such shares of Common Stock purchased at each separate price within such range.

Open market purchase by the reporting person of 56,939 shares of Common Stock.

Shares are held in a family trust of which the reporting person is a co-trustee with his spouse.

Open market purchase by the reporting person of 14,140 shares of common stock, par value $0.0001 per share (the "Common Stock"). The number of shares of Common Stock reported represents an aggregate number of shares purchased in multiple open market transactions at the same purchase price.

Open market purchase by the reporting person of 83,061 shares of common stock, par value $0.0001 per share (the "Common Stock").

Shares are held in a family trust of which the reporting person is a co-trustee with his spouse.

1/12th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

1/12th of the shares subject to the option shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.