SCLX

Business Context and Reporting Period

Company: Scilex Holding Company (SCLX)
Filing Type: Form 8-K (Current Report)
Date of Report: June 28, 2024
Context: The filing addresses strategic actions regarding Semnur Pharmaceuticals, Inc., a wholly owned subsidiary, and its product candidate SP-102 (SEMDEXA™).

Key Financial Metrics

This filing is a regulatory disclosure regarding corporate strategy and does not contain financial statements. Consequently, no data is provided for revenue, profit, cash flow, margins, debt, or liquidity.

Material Changes

The Board of Directors approved a resolution on June 28, 2024, to authorize a potential dividend of up to 10% of the Company's ownership interest in Semnur Pharmaceuticals. This action is contingent upon:

• The execution of a "Potential Transaction" (e.g., spin-off, merger, dividend, or reclassification) designed to maximize value for stockholders.
• The registration of Semnur's common stock (or exchangeable assets) with the SEC.

No record date has been established as the Company continues to explore these transactions.

Guidance, Outlook, and Risks

Management Commentary: The Board is actively exploring ways to maximize the value of Semnur and SP-102. The potential 10% dividend is a mechanism to facilitate value realization in connection with any future transaction.

Risks and Contingencies:

• The dividend is not guaranteed and is subject to the successful completion of a Potential Transaction.
• The transaction is subject to SEC registration requirements for Semnur's securities.
• Future disclosures will be made if a dividend is declared or a transaction is finalized.

Investor Verification Checklist

• Confirm whether a specific Potential Transaction (spin-off, merger, etc.) has been announced or executed since June 28, 2024.
• Verify if a record date for the potential 10% Semnur dividend has been established.
• Check for subsequent filings regarding the SEC registration status of Semnur's common stock.
• Monitor for updates on the development status or commercialization plans for SP-102 (SEMDEXA™).