Scilex Holding Co 8-K/A, filed Sep 27, 2023
Scilex Holding Co (SCLX)
About this 8-K/A
Scilex Holding Co filed this 8-K/A on September 27, 2023, reporting on events of September 15, 2023.
Items reported
- Item 1.01: Entered into a material agreement
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K/A of Scilex Holding Company (the “Company”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2023 (the “Original Form 8-K”), with respect to the Settlement Agreement, dated September 15, 2023 (the “Settlement Agreement”), among the Company, Cove Lane Onshore Fund, LLC (“Cove Lane”), HBC Investments LLC (“HBC” and together with Cove Lane, the “Investors” and each an “Investor”) and Hudson Bay Capital Management LP (“Hudson Bay” and collectively with the Investors, the “Hudson Bay Parties” and each a “Hudson Bay Party”). The amendment is being filed to include additional disclosure regarding the treatment under the Settlement Agreement of amounts previously paid by the Company to the Investors.
Except as described below, all of the other information in the Original Form 8-K remains unchanged.
Item 1.01. Entry into a Material Definitive Agreement
Pursuant to the terms of the Settlement Agreement, the Company agreed, among other things, that the amounts paid by the Company to the Investors prior to the date thereof, which amounts are comprised of $8.65 million (including $150,000 for legal fees of Hudson Bay), in connection with a proposed transaction with the Hudson Bay Parties, were properly earned by the Investors and were not subject to clawback by the Company.
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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.
| SCILEX HOLDING COMPANY | ||
| By: | /s/ Jaisim Shah | |
| Name: | Jaisim Shah | |
| Title: | Chief Executive Officer and President | |
Date: September 27, 2023
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