UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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:
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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 3.03. | Material Modification to Rights of Security Holders. |
The information set forth under Item 1.01 is incorporated by reference into this Item 3.03.
| Item 5.03. | Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year. |
As previously disclosed, on October 28, 2024, in connection with and in order to consummate the distribution of the previously contemplated dividend described below, Scilex Holding Company (the “Company”) filed a Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Designation”) with the Secretary of State of the State of Delaware, designating 5,000,000 shares of the Company’s authorized but unissued preferred stock, par value $0.0001 per share, as Series 1 Mandatory Exchangeable Preferred Stock, and issued a press release announcing that the board of directors of the Company (the “Board”) had declared a stock dividend (the “Dividend”) consisting of an aggregate of 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock to be paid to the Company’s stockholders and certain other of its securityholders as of the close of business on November 7, 2024, which date was subsequently changed to January 28, 2025, then to April 11, 2025, then to May 2, 2025, and then to a future date to be determined in the sole discretion of the Board (such future date, the “Record Date”). The Dividend was to be paid on a date to be determined by resolutions of the Board (the “Payment Date”), which was to have been within 60 days following the Record Date (and if such 60th date was not a business day, then the immediately preceding business day). In declaring the Dividend, the Board retained the right to, among other things, revoke the Dividend, and the payment of the Dividend was conditioned upon the Board not having revoked the Dividend prior to the Payment Date.
On February 2, 2026, the Board approved revocation of the declaration of the Dividend (the “Dividend Revocation”). No shares of Series 1 Mandatory Exchangeable Preferred Stock had ever been issued or outstanding as of such date as the Spin-off Dividend (as defined in the Certificate of Designation) did not occur by the Preferred Stock End Date (as defined in the Certificate of Designation).
On February 3, 2026, in connection with the Dividend Revocation, the Company filed a Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Elimination”) with the Secretary of State of the State of Delaware. The Certificate of Elimination, which became effective immediately upon filing, eliminated the previously designated 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock and caused such shares to resume their status as undesignated shares of preferred stock of the Company. No shares of Series 1 Mandatory Exchangeable Preferred Stock were issued or outstanding upon the filing of the Certificate of Elimination.
The foregoing is a summary of the terms of the Certificate of Elimination. This summary does not purport to be complete and is qualified in its entirety by reference to the full text of the Certificate of Elimination, a copy of which is attached hereto as Exhibit 3.1 and incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit |
Description | |
| 3.1 | ||
| 104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). | |
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. | |
| Title: | Chief Executive Officer & President | |
Date: February 3, 2026
Exhibit 3.1
SCILEX HOLDING COMPANY
CERTIFICATE OF ELIMINATION
OF
SERIES 1 MANDATORY EXCHANGEABLE PREFERRED STOCK
Pursuant to Section 151 of the
General Corporation Law of the State of Delaware
In accordance with Section 151(g) of the General Corporation Law of the State of Delaware (the “DGCL”), Scilex Holding Company, a corporation organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certifies as follows:
FIRST: Pursuant to Section 151 of the DGCL and the authority granted to and vested in the Board of Directors of the Corporation (the “Board”) in accordance with the provisions of the Restated Certificate of Incorporation of the Corporation (as amended and/or restated from time to time, the “Certificate of Incorporation”), the Board previously designated 5,000,000 shares of preferred stock of the Corporation as Series 1 Mandatory Exchangeable Preferred Stock, par value $0.0001 per share (“Series 1 Mandatory Exchangeable Preferred Stock”), and established the powers, preferences and rights of the shares of such series, and the qualifications, limitations or restrictions thereof as set forth in the Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock of the Corporation (the “Certificate of Designation”), which Certificate of Designation was filed in the Office of the Secretary of State of the State of Delaware and is in full force and effect on the date hereof.
SECOND: None of the authorized shares of Series 1 Mandatory Exchangeable Preferred Stock are outstanding and none will be issued subject to the Certificate of Designation.
THIRD: Pursuant to the authority conferred on the Board by the provisions of Section 151(g) of the DGCL and the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board duly adopted the following resolutions:
RESOLVED, that, pursuant to the authority conferred on the Board by the provisions of Section 151(g) of the DGCL and the authority granted to and vested in the Board in accordance with the provisions of the Certificate of Incorporation, the Board hereby eliminates the Series 1 Mandatory Exchangeable Preferred Stock, none of which is currently outstanding and none of which will be issued subject to the Certificate of Designation therefor;
RESOLVED FURTHER, that the Corporation be, and it hereby is, authorized and directed to file with the Secretary of State of the State of Delaware a Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Elimination”) containing these resolutions, which shall have the effect, immediately upon the effectiveness of the filing of the Certificate of Elimination, of eliminating from the Certificate of Incorporation all matters set forth in the Certificate of Designation filed with the Secretary of State of the State of Delaware; and
RESOLVED FURTHER, that the authorized officers of the Corporation (the “Authorized Officers”) and such other officers, employees or agents of the Corporation as may be designated by any of the Authorized Officers be, and each of them hereby is, authorized and directed, for and on behalf of the Corporation, to execute and file the Certificate of Elimination with the Secretary of State of the State of Delaware at such time as such Authorized Officers deem appropriate, and to take such further actions as they may deem necessary or appropriate to carry out the intent of the foregoing resolutions in accordance with the applicable provisions of the DGCL.
FOURTH: Pursuant to the provisions of Section 151(g) of the DGCL, all references to Series 1 Mandatory Exchangeable Preferred Stock in the Certificate of Incorporation shall be eliminated effective immediately upon the filing of this Certificate of Elimination (the “Effective Time”), and the shares that were designated to such series are returned to the status of authorized but unissued shares of preferred stock of the Corporation effective as of the Effective Time.
[Remainder of Page Intentionally Left Blank]
2
IN WITNESS WHEREOF, Scilex Holding Company has caused this Certificate of Elimination of Series 1 Mandatory Exchangeable Preferred Stock to be executed by its duly authorized officer on February 3, 2026.
| SCILEX HOLDING COMPANY | ||
| By: |
/s/ Henry Ji, Ph.D. | |
| Name: |
Henry Ji | |
| Title: |
Chief Executive Officer and President | |