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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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 April 5, 2024, Scilex Holding Company (the “Company”) held its 2024 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, a total of 125,198,773 shares, or 64.1% of the Company’s common stock and Series A preferred stock issued and outstanding as of the record date, were represented virtually or by proxy.
At the Meeting, the Company’s stockholders considered two proposals, each of which is described in more detail in the Company’s definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on March 12, 2024. Set forth below is a brief description of each matter voted upon at the Meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as Class II directors to serve until the Company’s 2027 Annual Meeting of Stockholders.
| Nominee |
For |
Withhold |
Broker Non-Votes | |||
| Jay Chun, M.D., Ph.D. |
113,207,991 | 3,864,204 | 8,126,578 | |||
| Yue Alexander Wu, Ph.D. |
111,155,502 | 5,916,693 | 8,126,578 |
Proposal No. 2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm for the Company’s fiscal year ending December 31, 2024.
| For |
Against |
Abstentions | ||
| 122,076,431 | 2,174,808 | 947,534 |
| 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/ Jaisim Shah | |
| Name: | Jaisim Shah | |
| Title: | Chief Executive Officer & President | |
Date: April 5, 2024
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