Scilex Holding Co false 0001820190 0001820190 2023-02-02 2023-02-02 0001820190 sclx:CommonStockParValue0.0001PerShare2Member 2023-02-02 2023-02-02 0001820190 sclx:WarrantsToPurchaseOneShareOfCommonStockEachAtAnExercisePriceOf11.50PerShare1Member 2023-02-02 2023-02-02

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 2, 2023

 

 

SCILEX HOLDING COMPANY

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-39852   92-1062542
(State or other jurisdiction
of incorporation)
  (Commission
File Number)
  (IRS Employer
Identification No.)

960 San Antonio Road, Palo Alto, California, 94303

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (650) 516-4310

N/A

(Former name or former address, if changed since last report)

 

 

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:

 

Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

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 Act

 

Title of each class

 

Trading
Symbol(s)

 

Name of each exchange
on which registered

Common stock, par value $0.0001 per share   SCLX   The Nasdaq Stock Market LLC
Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share   SCLXW   The Nasdaq Stock Market LLC

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 2.02.

Results of Operations and Financial Condition.

Scilex Holding Company (the “Company”) is providing certain preliminary unaudited financial results for the one month ended January 31, 2023, and as of January 31, 2023, based on currently available information. The Company’s independent auditor has not reviewed or audited these preliminary estimated financial results. The Company’s actual results may differ materially from these preliminary financial results, and may be outside the estimated ranges. This preliminary financial data has been prepared by and is the responsibility of the Company. The Company has not fully completed its review of these preliminary financial results for the one month ended January 31, 2023, and as of January 31, 2023.

The Company estimates that: ZTlido gross sales for January 2023 were in the range of $8.1 million to $8.5 million, compared to $5.2 million in January 2022, representing growth in the range of 55% to 63%; net sales for January 2023 were in the range of $3.0 million to $3.6 million, compared to net sales of $2.1 million in January 2022, representing growth in the range of 43% to 71%. Historically, the month of January is a low sales month for ZTlido due to deductibles with managed healthcare plans.

In accordance with General Instructions B.2 of Form 8-K, the information in Item 2.02 of this Current Report on Form 8-K shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liability of that section, and shall not be incorporated by reference into any registration statement or other document filed under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such filing.

 

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.

 

Exhibit

Number

  

Description

104    Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXRL).

 

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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 & President

Date: February 2, 2023

 

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