Filing Details

Accession Number:
0000950170-25-008501
Form Type:
13D Filing
Publication Date:
2025-01-22 19:00:00
Filed By:
SCLX Stock Acquisition JV LLC
Company:
Scilex Holding Co
Filing Date:
2025-01-23
SEC Url:
13D Filing
Ownership Summary

Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.

Name Sole Voting Power Shared Voting Power Sole Dispositive Power Shared Dispositive Power Aggregate Amount Owned Power Percent of Class
SCLX Stock Acquisition JV LLC 80,586,928 0 80,586,928 0 80,586,928 21.1%
Filing





If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. Checkbox not checked

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).






SCHEDULE 13D



Comment for Type of Reporting Person:
Note to Rows 7, 9, 11: Comprised of (i) 51,039,214 shares of common stock, par value $0.0001 per share ("Common Stock"), of Scilex Holding Company (the "Issuer"), (ii) 490,617 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the date on which this Amendment No. 5 to Schedule 13D (this "Amendment No. 5") has been filed with the Securities and Exchange Commission ("SEC"), and (iii) 29,057,097 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Series A Preferred Stock") which are entitled to vote, together with the holders of Common Stock, and not separately as a class, on an as converted to Common Stock basis on all matters on which the holders of shares of Common Stock have the right to vote (with the number of votes being determined by dividing the stated value (as determined under the Issuer's Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022 (the "Certificate of Designations")) by $10.00) and as of the date of this Amendment No. 5 such preferred stock is entitled to 32,596,371 votes as a result of adjustments to the conversion price of such preferred stock in accordance with the terms of the Certificate of Designations. Note to Row 13: Percent of class beneficially owned is calculated based on 243,312,885 shares of Common Stock outstanding as of January 14, 2025, plus 490,617 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person that are exercisable within 60 days of the date on which this Amendment No. 5 has been filed with the SEC. Shares of Series A Preferred Stock are not convertible into shares of Common Stock and therefore the 29,057,097 shares of Series A Preferred Stock held by the Reporting Person are not included in this percentage. The Reporting Person's aggregate voting power, including shares of Series A Preferred Stock (which as of the date of this Amendment No. 5 such preferred stock is entitled to 32,596,371 votes as a result of adjustments to the conversion price of such preferred stock in accordance with the terms of the Certificate of Designations) and assuming the exercise of all warrants held by the Reporting Person, is 30.44%.


SCHEDULE 13D

 
SCLX Stock Acquisition JV LLC
 
Signature: /s/ Xiao Xu
Name/Title:Xiao Xu, Sole Manager
Date:01/23/2025