Scilex Holding股東年會通過所有議案 股權激勵計劃擴容130萬股

8-K
 
 
 
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 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): June 24, 2026
_______________________

SCILEX HOLDING COMPANY
(Exact name of registrant as specified in its charter)
_______________________

 
 
 
 
 
 

 
 Delaware
(State or other jurisdiction
of incorporation)

 001-39852
(Commission
File Number)

 92-1062542
(IRS Employer
Identification No.)

 

  
960 San Antonio Road, Palo Alto, California, 94303
(Address of principal executive offices, including zip code)
(650) 516-4310
Registrant’s telephone number, including area code
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 Exchange Act:

 
 
 
 
 
 

 
 (Title of each class)

 (Trading Symbol)

 (Name of 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 $402.50

 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 5.07. Submission of Matters to a Vote of Security Holders.
On June 24, 2026, Scilex Holding Company (the “Company”) held its 2026 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, a total of (i) 29,057,097 shares of the Company’s Series A preferred stock, $0.0001 par value per share (the “Series A Preferred Stock”), or 100% of the 29,057,097 shares of Series A Preferred Stock, issued and outstanding, and (ii) 5,389,081 shares of the Company’s common stock, $0.0001 par value per share (the “Common Stock”), or approximately 63.5% of the 8,491,267 shares of Common Stock, issued and outstanding, both as of the close of business on April 28, 2026, the record date for the Meeting, were represented virtually or by proxy.
The holder of Series A Preferred Stock was entitled to vote, together with the holders of Common Stock and not separately as a class, on an as converted to Common Stock basis for an aggregate of 848,106 votes as a result of the adjustments to the deemed conversion price of such preferred stock in accordance with the Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022.
At the Meeting, the Company’s stockholders considered three proposals, each of which is described in more detail in the Company’s definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026. 
Set forth below is a brief description of each proposal voted upon at the Meeting and the voting results with respect to each proposal.
Proposal No. 1: To elect the following nominee as a Class I director to serve until the Company’s 2029 Annual Meeting of Stockholders.

 
 
 
 
 
 
 

 
 Nominee

 For

 Withhold

 Broker Non-Votes

 

 
 Dorman Followwill

 3,945,473 

 410,969

 1,880,745

 

  
Proposal No. 2: To ratify the appointment of BPM LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2026.

 
 
 
 
 
 

 
 For

 Against

 Abstentions

 

 
 5,956,622

 207,998

 72,567

 

  
Proposal No. 3: To approve the amendment to the Company’s 2022 Equity Incentive Plan (as amended) to (i) increase the number of shares authorized for issuance thereunder by 1,300,000 shares to 2,765,789 shares and (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of ISOs to 2,765,789 shares.

 
 
 
 
 
 
 

 
 For

 Against

 Abstentions

 Broker Non-Votes

 

 
 3,337,435

 1,009,991

 9,016

 1,880,745 

 

  
 
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 (iXBRL).

 

  

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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/ Henry Ji, Ph.D. 

 

 
  

 Name:

 Henry Ji, Ph.D.

 

 
 Date: June 24, 2026

 Title:

 Chief Executive Officer & President

 

  

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