| • | “April 2024 RDO Common Warrants” means the warrants to purchase up to an aggregate of 428,572 shares of our Common Stock at an exercise price of $38.50 per share, issued to the investor named in and pursuant to the April 2024 RDO Purchase Agreement. |
| • | “April 2024 RDO Placement Agent Warrants” means the warrants to purchase up to an aggregate of 34,286 shares of our Common Stock at an exercise price of $43.75 per share, issued to the Placement Agents pursuant to the April 2024 RDO Purchase Agreement. |
| • | “April 2024 RDO Purchase Agreement” means that certain securities purchase agreement, dated as of April 23, 2024, entered into between us and the investor named therein. |
| • | “April 2024 RDO Warrants” means the April 2024 RDO Common Warrants and the April 2024 RDO Placement Agent Warrants. |
| • | “A&R Yorkville Purchase Agreement” means the Amended and Restated Standby Equity Purchase Agreement, dated February 8, 2023, between the Company and Yorkville, amending, restating and superseding the Standby Equity Purchase Agreement dated November 17, 2022 between the Company and Yorkville. |
| • | “B. Riley” means B. Riley Principal Capital II, LLC. |
| • | “B. Riley Purchase Agreement” means the Standby Equity Purchase Agreement, dated January 8, 2023, between the Company and B. Riley. |
| • | “Board” means the board of directors of the Company. |
| • | “Bylaws” means the Bylaws of Scilex Holding Company, effective as of November 10, 2022. |
| • | “Certificate of Incorporation” means the Restated Certificate of Incorporation of Scilex Holding Company, filed with the Secretary of State of the State of Delaware on November 10, 2022, as amended. |
| • | “Closing” means the closing of the Scilex Business Combination. |
| • | “Code” means the Internal Revenue Code of 1986, as amended. |
| • | “Commitment Letter” means that certain Commitment Side Letter, dated as of June 11, 2024, entered into between us and FSF. |
| • | “Common Stock” means the common stock, par value $0.0001 per share, of Scilex. |
| • | “Continental” means Continental Stock Transfer & Trust Company, our transfer agent. |
| • | “Convertible Debentures” means certain convertible debentures in an aggregate amount of $20,000,000 issued to Yorkville pursuant to a securities purchase agreement dated March 21, 2023 between the Company and Yorkville. |
| • | “December 2024 RDO Common Warrants” means the warrants to purchase up to an aggregate of 1,642,871 shares of our Common Stock, with an exercise price of $22.72 per share, issued to the investors named in and pursuant to the December 2024 RDO Purchase Agreement. |
| • | “December 2024 RDO Pre-Funded Warrants” means the warrants to purchase up to an aggregate of 68,604 shares of our Common Stock, with an exercise price of $0.0001 per share, issued to the investors named in and pursuant to the December 2024 RDO Purchase Agreement. |
| • | “December 2024 RDO Purchase Agreement” means that certain securities purchase agreement, dated as of December 11, 2024, entered into among us and the investors named therein. |
| • | “December 2024 RDO Warrants” means the December 2024 RDO Pre-Funded Warrants, the December 2024 RDO Common Warrants and the StockBlock Warrants. |
| • | “December 2024 Warrants” means the December 2024 RDO Common Warrants and the StockBlock Warrants. |
| • | “Deposit Warrant” means the warrant to purchase up to an aggregate of 3,250,000 shares of our Common Stock, with an exercise price of $1.20 per share, issued to FSF pursuant to the Commitment Letter. |
| • | “DGCL” means the General Corporation Law of the State of Delaware, as amended. |
| • | “Domestication” means the change of our domicile pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation, and our de-registration in the Cayman Islands. |
| • | “Effective Time” means the time at which the Scilex Business Combination became effective. |
| • | “Equity Incentive Plan” means the Scilex Holding Company 2022 Equity Incentive Plan, as amended. |
| • | “ESPP” means the Scilex Holding Company 2022 Employee Stock Purchase Plan. |
| • | “Exchange Act” means the Securities Exchange Act of 1934, as amended. |
| • | “Exchange Warrants” means the warrants to purchase up to an aggregate of 500,000 shares of our Common Stock, with an exercise price of $40.00 per share, issued pursuant to the Warrant Exchange Agreements. |
| • | “February 2024 BDO Common Warrants” means the February 2024 BDO Firm Warrants and the February 2024 BDO Optional Warrants. |
| • | “February 2024 BDO Firm Warrants” means the warrants to purchase up to an aggregate of 168,068 shares of our Common Stock, with an exercise price of $59.50 per share, issued to the Underwriters pursuant to the February 2024 BDO Underwriting Agreement. |
| • | “February 2024 BDO Optional Warrants” means the warrants to purchase up to an aggregate of 882,352 shares of our Common Stock, with an exercise price of $0.0092 per share, to which Underwriters had an option to purchase for a period of 30 days from the date of and pursuant to the February 2024 BDO Underwriting Agreement (which option expired unexercised). The number of shares subject to, and the exercise price of, the February 2024 BDO Optional Warrants is reflected on a pre-Reverse Stock Split basis as such warrants were never issued. |
| • | “February 2024 BDO Representative Warrants” means the warrants to purchase up to an aggregate of 13,446 shares of our Common Stock, with an exercise price of $74.38 per share, issued to StockBlock and Rodman & Renshaw LLC, pursuant to the February 2024 BDO Underwriting Agreement. |
| • | “February 2024 BDO Underwriting Agreement” means that certain underwriting agreement, dated as of February 29, 2024, entered into among us, StockBlock and Rodman & Renshaw LLC, as the representatives of the Underwriters. |
| • | “February 2024 BDO Warrants” means the February 2024 BDO Common Warrants and the February 2024 BDO Representative Warrants. |
| • | “Fee Warrant” means the warrant to purchase up to an aggregate of 250,000 shares (on a pre-Reverse Stock Split basis) of our Common Stock, with an exercise price of $1.20 per share (on a pre-Reverse Stock Split basis), issued to IVI pursuant to a letter agreement, dated July 16, 2024, entered into among us, FSF and IVI. |
| • | “FSF” means FSF 33433 LLC. |
| • | “Inducement Plan” means the Scilex Holding Company 2023 Inducement Plan. |
| • | “IPO” refers to the initial public offering of 13,800,000 Units (on a pre-Reverse Stock Split basis) of Vickers consummated on January 11, 2021. |
| • | “IRS” means the United States Internal Revenue Service. |
| • | “IVI” means IVI 66766 LLC. |
| • | “Legacy Scilex” means the private Delaware corporation that is now our wholly owned subsidiary, named Scilex, Inc. (formerly known as Scilex Holding Company). |
| • | “Legacy Scilex Common Stock” means the common stock of Legacy Scilex, par value $0.0001 per share, prior to the Effective Time. |
| • | “Legacy Scilex Preferred Stock” means the Series A Preferred Stock, par value $0.0001 per share, of Legacy Scilex issued to Sorrento prior to the Effective Time pursuant to that certain Contribution and Satisfaction of Indebtedness Agreement, dated as of September 12, 2022, by and among Sorrento, Legacy Scilex and Scilex Pharmaceuticals, Inc. |
| • | “Merger Agreement” means that certain Agreement and Plan of Merger, dated as of March 17, 2022, by and among us, Merger Sub and Legacy Scilex, as it may be amended or restated from time to time, including by the Merger Agreement Amendment. |
| • | “Merger Agreement Amendment” means that Amendment No. 1 to Agreement and Plan of Merger, dated as of September 12, 2022, by and among us, Merger Sub and Legacy Scilex. |
| • | “Merger Sub” means Vantage Merger Sub Inc., a Delaware corporation that was a wholly owned subsidiary of Vickers prior to the Closing and that, pursuant to the Scilex Business Combination, was merged with and into Legacy Scilex, with Legacy Scilex continuing as our wholly owned subsidiary. |
| • | “Nasdaq” means The Nasdaq Stock Market LLC. |
| • | “Nasdaq Listing Rules” means the rules and listing standards of Nasdaq. |
| • | “October 2024 Noteholder Warrants” means the warrants to purchase up to an aggregate of 214,284 shares of our Common Stock, with a current exercise price of $36.40 per share, issued to the Tranche B Noteholders. |
| • | “October 2024 Placement Agent Warrants” means the warrants to purchase up to an aggregate of 104,848 shares of Common Stock, with a current exercise price of $36.40 per share, issued to StockBlock and Rodman & Renshaw LLC in connection with the Tranche B Securities Purchase Agreement. |
| • | “October 2024 Warrants” means the October 2024 Noteholder Warrants and the October 2024 Placement Agent Warrants. |
| • | “Oramed” means Oramed Pharmaceuticals Inc., a Delaware corporation. |
| • | “Oramed Amendment” means that certain amendment letter, dated as of January 21, 2025, entered into between us and Oramed. |
| • | “Oramed Note” means that certain senior secured promissory note issued by us on September 21, 2023 to Oramed due 18 months from the date of issuance in the principal amount of $101,875,000. |
| • | “Oramed RRA” means that certain Registration Rights Agreement, dated as of September 21, 2023, entered into between us and Oramed. |
| • | “Penny Warrants” means the warrants to purchase up to an aggregate of 13,000,000 shares of our Common Stock, each with an exercise price of $0.01 per share, issued to Oramed pursuant to the Scilex-Oramed SPA. |
| • | “Private Warrants” means, on a pre-Reverse Stock Split basis, the 6,840,000 warrants sold in a private placement to Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd consummated on January 11, 2021 (of which 2,736,000 were forfeited pursuant to that certain Sponsor Support Agreement, dated March 17, 2022, by and among the Sponsors, Pei Wei Woo, Suneel Kaji, |
Steve Myint and Scilex, Inc. (f/k/a Scilex Holding Company) and 3,104,000 were transferred to Sorrento pursuant to that certain Warrant Transfer Agreement, dated as of October 17, 2022, by and among Sorrento, the Sponsors, Vickers and Maxim Group LLC, in each case in connection with the Scilex Business Combination).
| • | “Public Warrants” means the redeemable warrants that were included in the Units that, following the Scilex Business Combination and the Reverse Stock Split, entitle the holder of each whole warrant to purchase (1/35th) of a share of Common Stock at a price of $402.50 per whole share. |
| • | “Reverse Stock Split” means the reverse stock split of our Common Stock at a ratio of 1-for-35, which became effective on April 15, 2025. |
| • | “Scilex Business Combination” means the merger contemplated by the Merger Agreement. |
| • | “Scilex-Oramed SPA” means the Securities Purchase Agreement, dated as of September 21, 2023, by and among us, Oramed and Acquiom Agency Services LLC, as the collateral agent. |
| • | “SCLX JV” means SCLX Stock Acquisition JV LLC, our indirect wholly owned subsidiary. |
| • | “SEC” means the U.S. Securities and Exchange Commission. |
| • | “Securities Act” means the Securities Act of 1933, as amended. |
| • | “Series A Certificate of Designations” means the Certificate of Designations of the Company, designating the series of preferred stock, par value $0.0001 per share, of the Company as “Series A Preferred Stock”, filed with the Secretary of State of the State of Delaware on November 10, 2022. |
| • | “Series A Preferred Stock” means the preferred stock, par value $0.0001 per share, of the Company, designated as Series A Preferred Stock pursuant to the Series A Certificate of Designations. |
| • | “Sorrento” means Sorrento Therapeutics, Inc. |
| • | “Sorrento Group” means Sorrento together with its affiliates, subsidiaries, successors and assigns (other than us and our subsidiaries). |
| • | “Sorrento SPA” means that certain Stock Purchase Agreement, dated September 21, 2023, between us and Sorrento. |
| • | “Sorrento Trigger Event” means the time that the Sorrento Group first ceases to beneficially own more than 50% in voting power of the then-outstanding shares of our capital stock entitled to vote generally in the election of directors. |
| • | “SPAC Warrants” means the Private Warrants and the Public Warrants. |
| • | Sponsors” means Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd. |
| • | “StockBlock” means StockBlock Securities LLC. |
| • | “StockBlock Warrants” means the warrants to purchase up to an aggregate of 131,472 shares of our Common Stock, with an exercise price of $25.81 per share, issued to StockBlock pursuant to the December 2024 RDO Purchase Agreement. |
| • | “Stockholder Agreement” means the Stockholder Agreement, dated as of September 12, 2022, between Vickers and Sorrento. |
| • | “Tranche B Investors” means each of the investors listed on the schedule of buyers attached to the Tranche B Securities Purchase Agreement other than Oramed. |
| • | “Tranche B Letter Agreement” means that certain letter agreement, dated as of October 2, 2025, entered into between us and Oramed. |
| • | “Tranche B Noteholders” means the Tranche B Investors and Oramed. |
| • | “Tranche B Notes” means those certain tranche B senior secured convertible notes issued by us on October 8, 2024 to the Tranche B Noteholders, due on the second anniversary of the issuance date in the principal amount of $50.0 million. |
| • | “Tranche B Securities Purchase Agreement” means that certain securities purchase agreement, dated as of October 7, 2024, among us, the investors listed on the schedule of buyers attached thereto and Oramed. |
| • | “Tumim Purchase Agreement” means the Common Stock Purchase Agreement, dated as of July 22, 2025, between Scilex Holding Company and Tumim Stone Capital, LLC. |
| • | “Tumim Registration Rights Agreement” means the Registration Rights Agreement, dated as of July 22, 2025, between Scilex Holding Company and Tumim Stone Capital, LLC. |
| • | “Units” means the units of Vickers, each of which consisted of one Vickers Ordinary Share and one-half of one redeemable warrant upon the consummation of an initial business combination, which units, if not separated into its component securities as of immediately prior to the Effective Time were, without any action on the part of the holder, separated automatically into its component securities, comprised of one share of Common Stock and one-half of one warrant to purchase one share of Common Stock. |
| • | “Vickers” means Vickers Vantage Corp. I, our predecessor company. |
| • | “Vickers Ordinary Shares” means (i) the ordinary shares, par value $0.0001 per share, of Vickers prior to the Domestication and (ii) the Common Stock following the Domestication. |
| • | “Warrant Exchange Agreements” means each of the Warrant Exchange Agreements, dated July 22, 2025, between us and each of the investors named therein. |
| • | “Yorkville” means YA II PN, Ltd., a Cayman Islands exempt limited partnership. |
