Scilex Holding Co

Item 5. Other Information.

During the fiscal quarter ended September 30, 2024, none of our directors or officers (as defined in Section 16 of the Securities Exchange Act of 1934, as amended)adopted orterminated any contract, instruction or written plan for the purchase or sale of our securities that was intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) or any “non-Rule 10b5-1 trading arrangement,” as defined in Item 408(a) of Regulation S-K.

As previously disclosed by the Company in its Current Report on Form 8-K filed with the SEC on November 20, 2024, in order to complete its review of the Company’s condensed consolidated financial statements as of, and for the period ended, September 30, 2024 (the “Q3 Financials”), the Company’s then-current independent registered public accounting firm, Ernst & Young LLP (“EY”), requested that the Audit Committee of the Board of Directors of the Company (the “Audit Committee”) conduct an investigation with respect to certain contracts entered into by the Company in June 2024 and September 2024, the accounting treatment for such contracts, and related matters that may have impacted EY’s willingness to rely on management’s representations in connection with its review of the Q3 Financials. The contracts are comprised of the Commitment Side Letter entered into with FSF 33433 LLC (a copy of which was filed with the Securities and Exchange Commission (“SEC”) as an exhibit to the Company’s Current Report on Form 8-K filed on June 12, 2024), a distribution agreement entered into with Endeavor Distribution LLC (“Distributor”) in June 2024, and the Satisfaction Agreement entered into with FSF 33433 LLC and Distributor (a copy of which was filed with the SEC as an exhibit to the Company’s Current Report on Form 8-K filed on September 18, 2024) (collectively, the “Subject Contracts”). As two of the contracts were entered into during the Company’s second fiscal quarter of 2024, the investigation of such contracts could have impacted the Company’s condensed consolidated financial statements as of, and for the quarter ended, June 30, 2024, which are included in the Company’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2024, filed with the SEC on August 13, 2024 (the “Q2 Form 10-Q”).

Also as previously disclosed, on November 19, 2024, the Audit Committee dismissed EY and, on December 5, 2024, engaged BPM LLP (“BPM”) as its new independent registered public accounting firm.

Following its engagement, BPM conducted a thorough onboarding process and review of the Company’s financial information, including a review of the Subject Contracts, the accounting treatment thereof and related matters.

On January 15, 2025, based on the preliminary findings from the internal investigation conducted prior to the engagement of BPM and taking into account the processes that the Audit Committee undertakes as part of its quarterly review process and its approval of the inclusion of the Q3 Financials in this Form 10-Q, which such activities did not reveal any fraud or other matter of concern, including with respect to management’s integrity, or the Company’s prior consolidated financial statements filed with the Securities and Exchange Commission, the Audit Committee determined to conclude the internal investigation.