Dear Scilex Holding Company Stockholders and other holders of Scilex Holding Company Securities:
This letter is being furnished to you as a holder of certain securities of Scilex Holding Company, a Delaware corporation (the “Company”). As the Company previously announced, its board of directors (the “Board”) declared a dividend (the “Dividend”) of Dream Bowl Meme Coin I tokens held by the Company (such tokens, the “Dream Bowl Tokens”) to the holders of the following Company securities, in each case as of the close of business on April 30, 2026 (such date, subject to the right of the Board to change to a later date, the “Record Date”): (i) the Company’s common stock, par value $0.0001 per share (such stock, the “Common Stock” and such record holders, the “Record Common Holders”), (ii) certain warrants to purchase Common Stock that have not been exercised and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective warrants, other than, for the avoidance of doubt, any of our publicly traded warrants to purchase Common Stock with an exercise price of $11.50 per share (or $402.50 on a post-reverse stock split basis)) (such record holders, the “Record Warrant Holders”), (iii) certain Tranche B senior secured convertible notes of the Company that have not been converted and settled prior to the Record Date (and which have the right to participate in the Dividend pursuant to the terms of their respective notes) (such record holders, the “Record Note Holders”), and (iv) the Company’s Series A Preferred Stock, par value $0.0001 per share (such stock, the “Series A Preferred Stock” and such record holder, the “Record Preferred Holder” and together with the Record Common Holders, the Record Warrant Holders and the Record Note Holders, the “Record Holders”). The preceding Company securities held by the Record Holders as of the Record Date are collectively referred to herein as the “Securities”.
The Dividend will be (i) made on the basis of five (5) Dream Bowl Tokens for each one (1) share of Common Stock held (or underlying the applicable Securities held) by such Record Holders on the Record Date and (ii) paid beginning on May 26, 2026 (or such other date as determined by the Board, the “Payment Date”), subject to the satisfaction of the Payment Conditions (as defined below) by the applicable Record Holder.
As a Record Holder, you are entitled to participate in the Dividend and receive Dream Bowl Token(s), subject to your satisfying the following conditions (the “Payment Conditions”):
You must initiate the process of electing to receive your portion of the Dividend by setting up your digital wallet with Datavault (if you do not already have a digital wallet with Datavault) and completing the Opt-In Agreement by navigating to www.SCLXdreambowl1coin.com (the “Dividend Website”) hosted by the Company’s Information Agent, Alliance Advisors.
On the Dividend Website, you will find, among other information, the following (collectively, with this letter, the “Dividend Materials”):
You can also scan the below QR Code to visit the Dividend Website where you can view and download the above-referenced Dividend Materials, set up a digital wallet with Datavault, and print, complete and submit your Opt-In Agreement. No vote is required by you to receive the Dividend, and you will not be required to pay anything to the Company for the receipt of the Dream Bowl Token(s) in the Dividend. However, as a condition to the receipt of the Dividend, you must satisfy the Payment Conditions set forth above.
