| Item 1.01. |
Entry into a Material Definitive Agreement. |
As previously disclosed in the Current Report on Form 8-K filed by Scilex Holding Company (the “Company”) with the Securities and Exchange Commission (the “SEC”) on March 21, 2023 (the “Prior Form 8-K”), the Company entered into a securities purchase agreement (the “Purchase Agreement”) and a registration rights agreement (the “Registration Rights Agreement”), each dated March 21, 2023 (the “Agreement Date”), with YA II PN, Ltd. (“Yorkville”), in connection with the issuance and sale by the Company, from time to time, of convertible debentures in a principal amount of up to $25,000,000 (the “Convertible Debentures”). The Convertible Debentures have been or will be, as applicable, issued and sold in three tranches as follows: (i) $10,000,000 upon the signing of the Purchase Agreement (the “First Closing Date”), (ii) $7,500,000 upon the filing of the Registration Statement (as defined below) with the SEC and (iii) $7,500,000 at the time such Registration Statement is declared effective by the SEC. As disclosed in the Prior Form 8-K, the Company has already completed the first closing and the first tranche has been funded (the “First Closing”).
On April 10, 2023, pursuant to the Registration Rights Agreement, the Company filed a registration statement on Form S-1 (the “Registration Statement”) registering the resale by Yorkville of any shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) issuable upon conversion of the Convertible Debentures under the Securities Act of 1933, as amended (the “Securities Act”). On April 11, 2023, the Company consummated the second closing (the “Second Closing”). In connection with the Second Closing, the Company issued a second convertible debenture dated April 11, 2023 (the “Second Convertible Debenture”) to Yorkville in the principal amount of $7,500,000.
The Second Convertible Debenture has the same terms as the first Convertible Debenture issued at the First Closing. The Second Convertible Debenture bears interest at an annual rate of 7.00% and will mature on December 21, 2023, the date that is nine months following the First Closing Date. The Second Convertible Debenture provides a conversion right, in which any portion of the outstanding and unpaid principal amount of the Convertible Debentures, together with any accrued but unpaid interest, may be converted into shares of Common Stock at a conversion price of $8.00 per share (the “Conversion Price”), which shall be subject to adjustment by reason of stock splits, stock dividends or similar transactions.
The Convertible Debentures may not be converted into shares of Common Stock to the extent such conversion would result in Yorkville and its affiliates having beneficial ownership of more than 4.99% of the Company’s then outstanding shares of Common Stock; provided that this limitation may be waived by Yorkville upon not less than 65 days’ prior notice to the Company. In addition, the Company shall not issue any Common Stock pursuant to the transactions contemplated by the Second Convertible Debenture or any other transaction documents executed in connection therewith (including any shares issued pursuant to a conversion) if the issuance of such shares of Common Stock would exceed 29,016,448 (which number of shares represents 19.9% of the aggregate number of shares of Common Stock issued and outstanding as of the Agreement Date) (the “Exchange Cap”). The Exchange Cap will not apply under certain circumstances, including if the Company obtains the approval of its stockholders as required by the applicable rules of the Nasdaq Capital Market for issuances of shares of Common Stock in excess of such amount. The Second Convertible Debenture provides the Company, subject to certain conditions, with an optional redemption right pursuant to which the Company, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), may redeem, in whole or in part, all amounts outstanding under the Second Convertible Debenture; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount.
The Second Convertible Debenture also contains certain representations, warranties, covenants, and events of default including, among other things, if the Company becomes delinquent in its periodic report filings with the SEC. If an event of default occurs and is continuing, the full unpaid principal amount of the Second Convertible Debenture, together with interest and other amounts owing in respect thereof, to the date of acceleration shall become at Yorkville’s election by notice to the Company immediately due and payable in cash.
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