0001193125-25-115054 | POS AM | XBRL Viewer

Balance Sheet Components (Additional Information) (Details) - USD ($)		12 Months Ended
	Aug. 30, 2024	Dec. 31, 2024	Dec. 31, 2023	Aug. 09, 2024	Jun. 18, 2024	Jun. 11, 2024	Oct. 11, 2023	Sep. 25, 2023
Property, Plant and Equipment [Line Items]
Common stock, par value		$ 0.0001	$ 0.0001
Cash Consideration		$ 0	$ (10,000,000)
Common stock, shares issued		243,312,885	160,084,250		3,250,000	3,250,000		474,683
Impairment Loss		$ 0
Depreciation expense		14,000	$ 40,000
Semnur Merger Agreement And Sponsor Interest Purchase Agreement [Member]
Property, Plant and Equipment [Line Items]
Shares Purchased Under Stock Purchase Agreement	500,000
Common stock, par value	$ 0.0001
Deferred offering costs		6,000,000	$ 0
Cash Consideration	$ 2,000,000	$ 2,300,000
Common stock, shares issued	300,000
Net Amount of shares	$ 2,300,000
Semnur Merger Agreement And Sponsor Interest Purchase Agreement [Member] \| Cash [Member]
Property, Plant and Equipment [Line Items]
Cash Consideration	$ 2,000,000
Common Stock [Member] \| Semnur Merger Agreement And Sponsor Interest Purchase Agreement [Member]
Property, Plant and Equipment [Line Items]
Common stock, shares issued	300,000
Price per share (in Dollars per share)	$ 1.15
Semnur Common Stock [Member] \| Semnur Merger Agreement And Sponsor Interest Purchase Agreement [Member]
Property, Plant and Equipment [Line Items]
Common stock, par value		$ 0.00001
Convertible Promissory Note [Member]
Property, Plant and Equipment [Line Items]
Conversion Price				$ 10
Debt accrued interest				$ 0
Convertible notes payable		$ 75,300
Convertible Promissory Note [Member] \| Principal Balance [Member]
Property, Plant and Equipment [Line Items]
Initial principal amount				15,063.74
Convertible Promissory Note [Member] \| Remaining Drawable Balance [Member]
Property, Plant and Equipment [Line Items]
Initial principal amount				164,936.26
Maximum [Member]
Property, Plant and Equipment [Line Items]
Conversion Price							$ 2
Maximum [Member] \| Convertible Promissory Note [Member]
Property, Plant and Equipment [Line Items]
Initial principal amount				$ 180,000

Net Loss Per Share

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Net Loss Per Share

13. Net Loss Per Share

The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2024 and 2023 (in thousands except per share data):


	Year Ended December 31,
	2024			2023
Net loss	$	(72,807	)	$	(114,331	)
Premium on redemption of Series A Preferred Stock		—			(52,645	)

Net loss for basic loss per share available to common stockholders	$	(72,807	)	$	(166,976	)

Reversal of mark-to-market adjustment for liability classified warrants		(8,895	)		—

Net loss for diluted loss per share available to common stockholders	$	(81,702	)	$	(166,976	)

Weighted average number of shares outstanding		124,636			130,298
Weighted average common stock warrants exercisable for nominal consideration		6,500			—

Weighted average number of shares, basic		131,136			130,298
Effect of dilutive securities		2,939			—

Weighted average number of shares, diluted		134,075			130,298
Loss per share
Basic	$	(0.56	)	$	(1.28	)
Diluted	$	(0.61	)	$	(1.28	)

Basic net loss per share is computed by dividing net loss by the weighted average number of shares of Common Stock outstanding during the period. Premium paid on redemption of Series A Preferred Stock was added to the net loss to arrive at loss available for common stockholders as it represents a dividend to the Series A preferred stockholder. Diluted earnings per share is computed using the weighted average number of Common Stock and, if dilutive, potential Common Stock outstanding during the period. Potential Common Stock consists of the incremental Common Stock issuable upon the exercise of stock options and warrants (using the treasury stock method or the reverse treasury stock method, as applicable).

In the computation of net loss per share, treasury shares are not included as part of the outstanding shares. Shares of the Dividend Stock, as declared by the Board of Directors of the Company on October 27, 2024 and not yet distributed as of December 31, 2024, are also excluded from the computation of net loss per share because the associated Series 1 Preferred Stock is not considered to be a participating security.

In accordance with FASB ASC 260,

Earnings Per Share,

Penny Warrants are warrants that would be exercised for no or little consideration and therefore should be included in the calculation of weighted average shares

outstanding for purposes of calculating basic and diluted net income (loss) per share. The Closing Penny Warrants become exercisable upon the passage of time and are included in basic and diluted net income (loss) per share from the closing date of September 21, 2023. The Subsequent Penny Warrants to purchase up to an aggregate of 8,500,000 shares of Common Stock were not vested as of the closing date of September 21, 2023 and the vesting was based on the passage of time, the Company’s repayment of the Oramed Note or the occurrence of the Management Sale Trigger Date (as defined therein). The Subsequent Penny Warrants became vested during the year ended December 31, 2024, and therefore are included in the computation for basic and diluted net income per share as of December 31, 2024, since all other exercise contingencies were removed except for the passage of time.

The following potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share because their effect would have been anti-dilutive for the periods presented:


	December 31,		December 31,
	2024		2023
Stock options		35,985,182		33,123,798
Public Warrants		5,467,692		6,854,309
February 2024 BDO Firm Warrants		3,803,447		—
April 2024 RDO Placement Agent Warrants		1,200,000		—
Retainer Shares		14,000,000		4,000,000
Private Warrants		1,000,000		3,613,383
February 2024 BDO Representative Warrants		470,588		—
Shares Issuable pursuant to the ESPP		77,167		29,806
Shares issuable under the SIPA		300,000		—
Convertible Debentures		—		546,921
October 2024 Placement Agent Warrants		3,669,724		—
December 2024 RDO Common Warrants		57,512,958		—
StockBlock Warrants		4,601,036		—
Shares issuable under Tranche B Notes		40,551,607		—

Total		168,639,401		48,168,217

Stockholders' Deficit	12 Months Ended
Stockholders' Deficit	Dec. 31, 2024
Stockholders' Equity Note [Abstract]
STOCKHOLDERS EQUITY	9. Stockholders’ Deficit SPAC Warrants Upon the completion of the Business Combination, the Company assumed the Private Warrants and the public warrants to purchase Common Stock, each with an exercise price of $11.50 per share (the “Public Warrants”, and together with the Private Warrants, the “SPAC Warrants”). Holders of the SPAC Warrants are entitled to acquire shares of Common Stock. The SPAC Warrants will expire five years after the completion of the Business Combination or earlier upon redemption or liquidation. If the reported last sale price of the Common Stock equals or exceeds $18.00 per share for any 20 trading days within a 30-trading day period ending three business days before the Company sends the notice of redemption to the warrant holders, the Company may redeem all the Public Warrants at a price of $0.01 per warrant upon not less than 30 days’ prior written notice. If the Company calls the Public Warrants for redemption, the Company will have the option to require all holders that wish to exercise the Public Warrants to do so on a cashless basis. The Company will not be required to net cash settle the SPAC Warrants. The Public Warrants are equity-classified warrants and recognized in additional paid-in capital in the accompanying consolidated balance sheets. The Private Warrants are liability-classified warrants and are recognized as liabilities (refer to Notes 1 and 4). During the year ended December 31, 2023, the SPAC Warrants held by Sorrento were repurchased, and certain of such warrants transferred to Oramed, as a result of the Sorrento SPA (refer to Note 8). On September 20, 2024, the Company repurchased 4,000,000 of the SPAC Warrants held by Oramed (refer to Note 7). Following the repurchase, these warrants were cancelled. As of December 31, 2024 and 2023, there were 5,467,692 and 6,854,309 Public Warrants outstanding, respectively. As of December 31, 2024 and 2023, there were 1,000,000 and 3,613,383 Private Warrants outstanding, respectively. Preferred Stock The Company is authorized to issue 45,000,000 shares of preferred stock (the “Preferred Stock”) of which there are two series in total. Series A Preferred Stock As of December 31, 2024 and 2023, there were 29,057,097 shares of Series A Preferred Stock outstanding. On September 21, 2023, the Series A Preferred Stock was repurchased and derecognized for accounting purposes. The Series A Preferred Stock is currently held as collateral for the Oramed Note. Series 1 Preferred Stock On October 27, 2024, the Board declared a stock dividend (the “Dividend”) consisting of an aggregate of 5,000,000 shares (the “Dividend Stock”) of Series 1 Mandatory Exchangeable Preferred Stock, par value $0.0001 per share (the “Series 1 Preferred Stock”), of the Company to record holders of certain of the Company’s securities as of the close of business on November 7, 2024 (which date was subsequently changed to April 11, 2025). Pursuant to the Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock (the “Certificate of Designation”) filed with the Secretary of State of the State of Delaware on October 28, 2024, the Series 1 Preferred Stock ranks senior to the Common Stock but junior to all other series of Preferred Stock with respect to distributions of assets upon voluntary or involuntary liquidation, dissolution, or winding up of the affairs of the Company. The holders of Series 1 Preferred Stock may become entitled to a pro rata portion of the number of shares that represents the lesser of (a) 10% of the shares of the Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted), held by the Company as of immediately prior to the Effective Time (as defined below) (taking into account any adjustment for any stock dividend, stock split, reverse stock split or similar transaction) and (b) that number of shares of Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) equal to $200,000,000 divided by the closing price of such Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) on any national securities exchange on which such shares are listed on the date that is 10 trading days prior to the Determination Date (as defined below), which shares shall be paid from the shares of Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) held by the Company as of immediately prior to the Effective Time (taking into account any adjustment for any stock dividend, stock split, reverse stock split or similar transaction). Furthermore, the holders of Series 1 Preferred Stock shall not be entitled to receive any dividends and shall not have any voting rights by virtue of their ownership of any shares of Series 1 Preferred Stock. For purposes of the Certificate of Designation, (a) “Effective Time” means the effective time of the Semnur Business Combination as determined under the terms of the Semnur Business Combination Agreement, (b) “Determination Date” means, if the Semnur Common Stock (or such other securities into which or for which such stock may be exchanged or converted) is listed for, and trading on, any national securities exchange, the date that is 15 trading days following the Registration Date, (c) “Registration Date” means the earlier of (i) the Effective Time, at which time the shares of Semnur Common Stock (or such other securities into which or for which such stock has been exchanged or converted) are registered under the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and (ii) the time at which the Registration Statement is declared effective by the Securities and Exchange Commission and (d) “Registration Statement” means a registration statement, whether under the Exchange Act, or the Securities Act, that is filed by Semnur or any successor thereto or affiliate thereof with respect to the registration of the Semnur Common Stock or any securities into which or for which such stock may be exchanged or converted. The Board has the right to change the Record Date and the right to revoke the Dividend at any time prior to the payment date therefor. There can be no assurance that the Board will not revoke the Dividend or that, even if such Dividend is paid, the conditions for the mandatory exchange set forth in the Certificate of Designations will ever occur (including that the Registration Date shall have occurred on or before 11:59 p.m. Eastern time on October 28, 2025). The Series 1 Preferred Stock does not have any bifurcated features and is classified in equity at par value because the Company had an accumulated deficit position as of Dividend Stock declaration date. As of December 31, 2024 and as of the date of this filing, none of the Dividend Stock or any shares of the Series 1 Preferred Stock were issued or distributed. Treasury Stock As of December 31, 2024 and 2023, there were 60,068,585 shares of Treasury Stock. A&R Yorkville Purchase Agreement Pursuant to the A&R Yorkville Purchase Agreement, the Company had the right, but not the obligation, in its sole and absolute discretion, to sell to Yorkville up to $500.0 million of shares of Common Stock at its request and subject to certain conditions by delivering written notice to Yorkville at any time until the first day of the month following the 36-month anniversary of the date on which the Company’s registration statement on Form S-1 registering such shares was declared effective by the SEC. Pursuant to the A&R Yorkville Purchase Agreement, the shares of Common Stock, if any, that the Company elected to sell to Yorkville pursuant to a sale of Common Stock will be purchased at a price equal to 98% of the VWAP (as defined below) during the applicable pricing period for such advance, which shall be the period commencing upon receipt by Yorkville of an advance notice from the Company (or the open of regular trading hours, if later) and ending on 4:00 p.m. on the same day. For purposes of the A&R Yorkville Purchase Agreement, “VWAP” means, for a specified period, the volume weighted average price of the Common Stock on the Nasdaq Capital Market for such period as reported by Bloomberg L.P. through its “AQR” function. Pursuant to the terms of the Original Purchase Agreement, the Company filed a registration statement on Form S-1 (File No. 333-268607) (as it may be amended or supplemented from time to time, the “Yorkville Registration Statement”) related to the Original Purchase Agreement with the SEC on November 30, 2022 (following the execution of the Original Purchase Agreement). The Yorkville Registration Statement was initially declared effective by the SEC on December 9, 2022. In connection with the execution of the Original Purchase Agreement, the Company issued to Yorkville 250,000 shares of Common Stock. During the year ended December 31, 2024, the Company sold 96,982 shares of Common Stock pursuant to the A&R Yorkville Purchase Agreement for aggregate net proceeds of $0.2 million. During the year ended December 31, 2023, the Company sold 11,552,074 shares of Common Stock pursuant to the A&R Yorkville Purchase Agreement for aggregate net proceeds of $32.3 million. On, and effective as of, March 25, 2024, the Company and Yorkville mutually agreed to terminate the A&R Yorkville Purchase Agreement. B. Riley Purchase Agreement Pursuant to the B. Riley Purchase Agreement, the Company had the right, but not the obligation, to sell to B. Riley up to $500.0 million of shares of Common Stock, subject to certain limitations and conditions set forth therein, from time to time at the Company’s sole and absolute discretion, during the term of the B. Riley Purchase Agreement. The Company’s right to sell shares of Common Stock pursuant to the B. Riley Purchase Agreement shall end on the first day of the month following the 36-month anniversary of the date on which the B. Riley Registration Statement (as defined below) was initially declared effective by the SEC. Pursuant to the terms of the B. Riley Purchase Agreement, the Company filed a registration statement on Form S-1 (File No. 333-269205) (as it may be amended or supplemented from time to time, the “B. Riley Registration Statement”) related to the B. Riley Purchase Agreement with the SEC on January 12, 2023 (following the execution of the B. Riley Purchase Agreement). The B. Riley Registration Statement was initially declared effective by the SEC on January 20, 2023. The shares of Common Stock, if any, that the Company elects to sell to B. Riley pursuant to an advance under the B. Riley Purchase Agreement will be purchased at a price equal to 98% of the VWAP (as defined in such agreement) during the pricing period prescribed therein. In connection with the execution of the B. Riley Purchase Agreement, the Company issued to B. Riley 250,000 shares of Common Stock. During the year ended December 31, 2024, the Company did not sell any shares of Common Stock pursuant to the B. Riley Purchase Agreement. During the year ended December 31, 2023, the Company sold an aggregate of 1,414,554 shares of Common Stock for aggregate net proceeds of $3.2 million. On, and effective as of, February 16, 2024, the Company and B. Riley mutually agreed to terminate the B. Riley Purchase Agreement. Stock Issued under Settlement Agreement with Hudson Bay Parties In August 2023, the Company, along with Hudson Bay Capital Management LP (“Hudson Bay”), Cove Lane Onshore Fund, LLC (“Cove Lane”), and HBC Investments LLC (“HBC” and collectively, the “Hudson Bay Parties”), entered into several agreements. Under these agreements, the Company agreed to issue and sell up to $118.6 million in securities and warrants to the Hudson Bay Parties. However, on September 15, 2023, a settlement agreement was reached and released all claims related to the previous agreements. The Company acknowledged payments of $8.65 million made to the Hudson Bay Parties as properly earned. To satisfy remaining obligations, the Company agreed to issue shares of Common Stock to Cove Lane and HBC worth $0.3 million and $0.5 million, respectively. This resulted in the issuance of an aggregate of 474,683 shares of Common Stock on September 25, 2023. At-the-Market Sales Agreement On December 22, 2023, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (the “Sales Agents”), which agreement was voluntarily terminated by us effective as of March 5, 2025. Pursuant to the ATM Sales Agreement, the Company was able to offer and sell (the “Offering”) shares of Common Stock up to $170,000,000 (the “ATM Shares”), through or to the Sales Agents. The Company had no obligation to sell any shares of Common Stock under the ATM Sales Agreement and could suspend offers at any time. The ATM Shares offered and sold in the Offering were issued pursuant to the Company’s shelf registration statement on Form S-3 (which was initially filed with the SEC on December 22, 2023, as amended, and declared effective on January 11, 2024 (File No. 333-276245)) (the “Shelf S-3 Registration Statement”). The ATM Shares were offered only by means of a prospectus forming a part of the Shelf S-3 Registration Statement. The Sales Agents were entitled to a commission equal to 3.0% of the gross proceeds from each sale of shares of Common Stock. The Company agreed to reimburse the Sales Agents for certain expenses and has agreed to provide indemnification and contribution to the Sales Agents against certain civil liabilities, including liabilities under the Securities Act. As of December 31, 2024, the Company sold 2,764,187 shares of Common Stock pursuant to the ATM Sales Agreement for net proceeds of approximately $2.7 million. As of December 31, 2023, no sales of Common Stock had been made under the ATM Sales Agreement. February 2024 Bought Deal Offering Underwriting Agreement On February 29, 2024, the Company entered into an underwriting agreement (the “February 2024 BDO Underwriting Agreement”) with Rodman & Renshaw LLC and StockBlock, acting as representatives of the underwriters, to sell, in an underwritten offering (the “February 2024 BDO”), 5,882,353 shares of Common Stock (the “February 2024 BDO Firm Shares”) and accompanying common warrants to purchase up to an aggregate of 5,882,353 shares of Common Stock (the “February 2024 BDO Firm Warrants”). The securities in the February 2024 BDO were offered and sold by us pursuant to the Shelf S-3 Registration Statement, a base prospectus dated January 11, 2024, and a final prospectus supplement dated February 29, 2024. The February 2024 BDO closed on March 5, 2024, and the combined price per Firm Share and accompanying February 2024 BDO Firm Warrant paid by the underwriters was $1.564, which amount reflects the combined public offering price of $1.70, less underwriting discounts and commissions. Pursuant to the February 2024 BDO Underwriting Agreement, the Company also granted the underwriters a 30-day option to purchase up to 882,352 additional shares of Common Stock and/or common warrants to purchase up to 882,352 shares of Common Stock (the “February 2024 BDO Optional Warrants”, and together with the February 2024 BDO Firm Warrants, the “Common Warrants”). The underwriters did not exercise this option and it expired on March 30, 2024. Subject to certain ownership limitations, the Common Warrants are immediately exercisable, set to expire five years later, with an exercise price of $1.70 per share, subject to adjustments. Additionally, the Company issued the representative warrants (the “February 2024 BDO Representative Warrants”) to the underwriters, allowing them to purchase up to 470,588 shares of Common Stock, with these warrants being immediately exercisable at $2.125 per share, representing 125% of the combined public offering price per Firm Share and accompanying February 2024 BDO Firm Warrant. The Company accounted for the February 2024 BDO Firm Warrants as a liability classified instrument (see Note 4) and the February 2024 BDO Representative Warrants as an equity classified instrument. The February 2024 BDO Representative Warrants are recognized in additional paid-in capital in the Company’s consolidated balance sheet. The issuance costs allocated to the equity component are recorded as the reduction of the offering proceeds and the amounts allocated to the liability component are expensed as incurred within the selling, general and administrative expenses in the Company’s consolidated statement of operations. The fair value of February 2024 BDO Representative Warrants as of the date of issuance was $0.3 million. On December 11, 2024, the Company entered into a warrant amendment (the “Warrant Amendment”) with one of its investors to exercise the outstanding number of the February 2024 BDO Firm Warrants that the Company issued to such investor in the February 2024 BDO. Pursuant to the Warrant Amendment, the investor agreed to exercise outstanding February 2024 BDO Firm Warrants to purchase an aggregate of 1,764,706 shares of Common Stock in cash at an amended exercise price of $0.59 per share. During the year ended December 31, 2024, there were 2,078,906 February 2024 BDO Firm Warrants exercised for total net proceeds of approximately $1.6 million, including the amended February 2024 BDO Firm Warrants. As of December 31, 2024, there were 3,803,447 February 2024 BDO Firm Warrants and 470,588 February 2024 BDO Representative Warrants outstanding. April 2024 Registered Direct Offering On April 23, 2024, the Company entered into a securities purchase agreement (the “April 2024 RDO Purchase Agreement”) with the investor named therein, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “April 2024 RDO”): (i) an aggregate of 15,000,000 shares of Common Stock (the “RDO Shares”), and (ii) common warrants to purchase up to 15,000,000 shares of Common Stock (the “April 2024 RDO Common Warrants”). The offering price per RDO Share and accompanying April 2024 RDO Common Warrant to purchase one share of Common Stock was $1.00, for aggregate gross proceeds to the Company of $15,000,000, before deducting the placement agent fees and other offering expenses. Subject to certain ownership limitations, the April 2024 RDO Common Warrants are exercisable on the six-month anniversary from the date of issuance, will expire on the five-year anniversary of the date of issuance and have an exercise price of $1.10 per share. The exercise price of the April 2024 RDO Common Warrants is subject to certain adjustments, including stock dividends, stock splits, combinations and reclassifications of the Common Stock. StockBlock and its affiliate, Rodman & Renshaw LLC, acted as exclusive placement agents (the “Placement Agents”) in connection with the April 2024 RDO. As compensation for such placement agent services, the Company paid the Placement Agents an aggregate cash fee equal to 8.0% of the gross proceeds actually received by the Company from the April 2024 RDO. The Company also reimbursed the Placement Agents $100,000 for actual, reasonable and documented fees and expenses, inclusive of fees and expenses of legal counsel and out-of-pocket expenses and $15,950 for clearing expenses. The Company has also agreed to issue to the Placement Agents or their respective designees common warrants, substantially in the form of the April 2024 RDO Common Warrants, to purchase up to 1,200,000 shares of Common Stock (the “April 2024 RDO Placement Agent Warrants”), representing up to 8.0% of the total number of the April 2024 RDO Shares issued in the April 2024 RDO. The April 2024 RDO Placement Agent Warrants have an exercise price of $1.25 per share (which represents 125% of the combined offering price per share of Common Stock and the April 2024 RDO Common Warrant sold in the April 2024 RDO), will become exercisable on the six-month anniversary of the date of issuance and expire five years from the commencement of sales in the April 2024 RDO. The Company accounted for the April 2024 RDO Common Warrants as a liability classified instrument (see Note 4) and the April 2024 RDO Placement Agent Warrants as an equity classified instrument. The April 2024 RDO Placement Agent Warrants are recognized in additional paid-in capital in the Company’s consolidated balance sheets. The issuance costs allocated to the equity component are recorded as the reduction of the offering proceeds and the amounts allocated to the liability component are expensed as incurred within the selling, general and administrative expenses in the Company’s consolidated statement of operations. The fair value of April 2024 RDO Placement Agent Warrants as of the date of issuance was $0.6 million. As of December 31, 2024, there were 15,000,000 April 2024 RDO Common Warrants and 1,200,000 April 2024 RDO Placement Agent Warrants outstanding. December 2024 Registered Direct Offering On December 11, 2024, the Company entered into a securities purchase agreement (the “December 2024 RDO Purchase Agreement”) with the investors named therein, pursuant to which the Company agreed to sell and issue, in a registered direct offering (the “December 2024 RDO”): (i) an aggregate of 26,355,347 shares of Common Stock, (ii) pre-funded warrants to purchase up to 2,401,132 shares of Common Stock (the “December 2024 RDO Pre-Funded Warrants”) and (iii) common warrants to purchase up to 57,512,958 shares of Common Stock (the “December 2024 RDO Common Warrants” and together with the December 2024 RDO Pre-Funded Warrants and the warrants issued to StockBlock pursuant to certain contractual obligations between the Company and StockBlock (the “StockBlock Warrants”), the “December 2024 RDO Warrants”). The combined offering price (a) per share of Common Stock and accompanying December 2024 RDO Common Warrants was $0.59 and (b) per December 2024 RDO Pre-Funded Warrant and accompanying December 2024 RDO Common Warrants was $0.5899. The aggregate gross proceeds to the Company from the December 2024 RDO were approximately $17.0 million, before deducting offering fees and expenses. The Company intends to use the net proceeds from the December 2024 RDO for working capital and general corporate purposes, which may include capital expenditures, commercialization expenditures, research and development expenditures, regulatory affairs expenditures, clinical trial expenditures, acquisitions of new technologies and investments, business combinations and the repayment, refinancing, redemption or repurchase of indebtedness or capital stock. The Company accounted for the December 2024 RDO Common Warrants and December 2024 RDO Pre-Funded Warrants as liability classified instruments (see Note 4) and the StockBlock Warrants as an equity classified instrument. The StockBlock Warrants are recognized in additional paid-in capital in the Company’s consolidated balance sheets. The issuance costs allocated to the equity component are recorded as the reduction of the offering proceeds and the amounts allocated to the liability component are expensed as incurred within the selling, general and administrative expenses in the Company’s consolidated statement of operations. The fair value of StockBlock Warrants as of the date of issuance was $1.3 million. On December 26, 2024, the December 2024 RDO Pre-Funded Warrants were exercised by the holder for total net proceeds of approximately $0.2 million. As of December 31, 2024, there were 57,512,958 December 2024 RDO Common Warrants and 4,601,036 StockBlock Warrants outstanding.

- Definition

The entire disclosure for equity.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 235
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477968/946-235-50-2

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 505
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478448/946-505-50-6

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 815
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480237/815-40-50-6

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.3-04)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480008/505-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(e)(1))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 505
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/505/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-13

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-14

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 16
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-16

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 505
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 18
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481112/505-10-50-18

+ Details

Subsequent Events	12 Months Ended
Subsequent Events	Dec. 31, 2024
Subsequent Events [Abstract]
Subsequent Events	14. Subsequent Events Deferral and Consent under Tranche B Senior Secured Convertible Note Pursuant to the Tranche B Notes, commencing on January 2, 2025 (the “First Amortization Payment Date”), the Company is required to redeem in cash (the “First Amortization Payment”) such portion of the principal amount of the Tranche B Notes equal to each Tranche B Noteholder’s Holder Pro Rata Amount (as defined in the Tranche B Notes) of $6,250,000 per fiscal quarter at a redemption price equal to 100% of such Amortization Amount (as defined in the Tranche B Notes). On January 2, 2025, the Company entered into a deferral and consent letter with each of (i) Nomis Bay Ltd and BPY Limited (the “Nomis Bay Consent”), (ii) Oramed (the “Oramed Consent”) and (iii) 3i, LP (the “3i Consent” and, together with the Nomis Bay Consent and the Oramed Consent, the “Tranche B Consents”), respectively, pursuant to which the Tranche B Noteholders agreed to defer the Company’s obligation to make the First Amortization Payment until January 31, 2025. In consideration of such deferral, and to limit the Tranche B Noteholders’ right to exercise certain secured creditor remedies (including recourse against the assets of SCLX JV as a grantor under the Security Agreement (as defined in the Tranche B Consents)), SCLX JV delivered to the Tranche B Noteholders (or their designee) by deposit/withdrawal at custodian with the Depository Trust Company an aggregate of 5,000,000 Scilex Shares held by SCLX JV, of which 2,500,000 shares were delivered to Oramed, 720,000 shares were delivered to BPY Limited, 1,280,000 shares were delivered to Nomis Bay Ltd, and 500,000 shares were delivered to 3i, LP. In addition, pursuant to the Tranche B Consents, effective as of the latest of (i) the time of execution and delivery of the Tranche B Consents, (ii) the time of the delivery of the Scilex Shares and (iii) the time of grant of the Royalty and Exclusive Rights (each as defined in, and contemplated pursuant to, the Term Sheet that is an exhibit to the Tranche B Consents (the “Term Sheet”)), the Tranche B Noteholders agreed to further defer the Company’s obligation to make the First Amortization Payment until October 8, 2026, provided that, as contemplated in the Term Sheet, the Company pays an aggregate of $1.1 million in respect of a portion of the First Amortization Payment and related make-whole interest (which amount has been paid). The Term Sheet provides that the Company and the Tranche B Noteholders would enter into an agreement pursuant to which the Tranche B Noteholders shall collectively receive a 10 year, assignable, freely transferable, 4% royalty on the worldwide Net Sales (as defined therein) of GLOPERBA and ELYXYB, excluding sales of ELYXYB in Canada. Please see section below titled “Gloperba and Elyxyb Royalty Purchase Agreement” for a description of such royalty agreement entered into by us. Amendment to Senior Secured Note On January 21, 2025, the Company entered into an amendment letter with Oramed (the “Oramed Amendment”), pursuant to which, among other things, Oramed agreed to extend the Maturity Date under and as set forth in the Oramed Note from March 21, 2025 to December 31, 2025. In consideration of such extension, SCLX JV agreed to deliver to Oramed an aggregate of 3,250,000 shares of Common Stock held by SCLX JV. ZTlido Rest of World License Agreement On February 22, 2025 (the “ Lido Effective Date ”), Scilex Pharma entered into a License Agreement (the “ Lido License Agreement ”) with RoyaltyVest Ltd. (the “Licensee”) with respect to services, compositions, products, dosages and formulations comprising lidocaine that have been or are later developed by or on behalf of Scilex Pharma, including the product and any future product defined as a “Product” under Scilex Pharma’s existing (i) Product Development Agreement, dated as of May 11, 2011, with Oishi and Itochu, as amended, and (ii) the associated Commercial Supply Agreement, dated February 16, 2017, between Scilex Pharma, Oishi and Itochu, as amended, which include (a) ZTlido (lidocaine topical system) 1.8%, including the composition of matter with the NDC 69557-111-30 and (b) SP-103 (collectively, the “ Lido Product ”). The Lido License Agreement supersedes and replaces the that certain Rest of World License Term Sheet parties entered into on October 8, 2024. Under the Lido License Agreement, Scilex Pharma granted to the Licensee during the Lido License Term (as defined below) a worldwide (other than the United States and certain territories stated in the Lido License Agreement), exclusive, non-transferable right, license and interest in, to, and under all Product Rights Controlled (each as defined therein) by Scilex Pharma to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit all Lido Products, in all cases solely for commercialization of the Lido Products outside of the United States and certain territories stated in the Lido License Agreement (the “ Lido Licensee Territory ”). The Licensee granted to Scilex Pharma a non-exclusive, non-transferable, right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the Licensor Territory (as defined therein), to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit Lido Product for commercialization of Lido Products in the Licensor Territory in the Field (each as defined therein), and (ii) worldwide, to develop and manufacture Lido Product for commercialization in the Licensor Territory in the Field (each as defined therein). Each of the Licensee and Scilex Pharma will receive 50% of the Net Revenue (as defined therein) generated, and the Licensee shall effect the foregoing by paying to Scilex Pharma its share of the Net Revenue on a quarterly basis. Pursuant to the Lido License Agreement, the Licensee shall (i) use commercially reasonable efforts to obtain and maintain regulatory approval for the Lido Product in at least one Major Market Country (as defined therein) within 18 months after the Lido Effective Date, and (ii) commit $200,000, or its equivalent in kind, annually towards such efforts until it obtains regulatory approval for the Lido Product in the Lido Licensee Territory. Scilex Pharma shall use commercially reasonable and diligent efforts to obtain and maintain regulatory approvals for SP-103 and all existing Lido Products in each country or jurisdiction in the Licensor Territory (as defined therein). Promptly after the Lido Effective Date, Scilex Pharma is required to (i) facilitate an introduction between Oishi, Itochu, and the Licensee, and (ii) use reasonable efforts to cause each of Oishi and Itochu to accept a direct engagement with the Licensee for the manufacturing or supply of the Lido Product in finished dosage form. In addition, Scilex Pharma agreed to appoint the Licensee as its exclusive distributor of the Lido Product in the Licensee Territory during the Lido License Term. The term of the Lido License Agreement commences on the Lido Effective Date and continues until expiration of the last to expire Licensed Patents (as defined therein), unless earlier terminated (the “ Lido License Term ”). Parent Guarantee for Lido License Agreement On February 22, 2025, in connection with Lido License Agreement, the Company entered into that certain Parent Guarantee for Lidocaine License Agreement (the “ Parent Guarantee ”) with the Licensee, pursuant to which the Company agreed to guarantee the due and proper performance of Scilex Pharma’s obligations under the Lido License Agreement on the terms and conditions set forth in the Parent Guarantee. Pursuant to the terms of the Parent Guarantee, the Company shall provide the Licensee with written notice of any Change of Control (as defined therein) of Scilex Pharma within five business days after the consummation of such Change of Control, and the Parent Guarantee and the guarantee obligations shall automatically terminate upon the consummation of such Change of Control. Gloperba-Elyxyb Royalty Purchase Agreement As contemplated by the Term Sheet in respect of the Royalty and Exclusive Rights described therein, on February 28, 2025 (the “Gloperba-Elyxyb Closing Date”), the Company entered into a Purchase and Sale Agreement (the “Gloperba-Elyxyb Royalty Purchase Agreement”) with Scilex Pharma, certain institutional investors (collectively, the “Gloperba-Elyxyb Royalty Investors”) and Oramed (together with the Gloperba-Elyxyb Royalty Investors, the “Gloperba-Elyxyb RPA Purchasers”). Pursuant to the Gloperba-Elyxyb Royalty Purchase Agreement, Scilex Pharma sold to the Gloperba-Elyxyb RPA Purchasers the right to receive 4% of all aggregate net sales worldwide (the “Gloperba-Elyxyb Purchased Receivables”) with respect to Gloperba, Elyxyb, and any related, improved, successor, replacement and/or varying dosage forms of the foregoing (the “Gloperba-Elyxyb Covered Products”). In consideration of the Further Deferral and representing the “grant of the Royalty and Exclusive Rights” (as defined in the Term Sheet), during the period commencing on the Gloperba-Elyxyb Closing Date and expiring on the tenth anniversary of the Gloperba-Elyxyb Closing Date (the “Gloperba-Elyxyb Payment Term”), Scilex Pharma shall pay to each Gloperba-Elyxyb RPA Purchaser, by wire transfer of immediately available funds in U.S. dollars to such Gloperba-Elyxyb RPA Purchaser’s account such Gloperba-Elyxyb RPA Purchaser’s Specified Percentage (as defined in the Gloperba-Elyxyb Royalty Purchase Agreement) of the Covered Product Revenue Payments (each as defined in the Gloperba-Elyxyb Royalty Purchase Agreement) for each calendar quarter (commencing with the calendar quarter beginning January 1, 2025) promptly, but in any event no later than 60 calendar days after the end of each calendar quarter. The Gloperba-Elyxyb Royalty Purchase Agreement shall terminate six months following receipt by the Gloperba-Elyxyb RPA Purchasers of all payments of the Purchased Receivables to which each Gloperba-Elyxyb RPA Purchaser is entitled during the Payment Term. Royalty Security Agreement Pursuant to the terms of the Gloperba-Elyxyb Royalty Purchase Agreement, the Company entered into a Security Agreement with Scilex Pharma and the collateral agent (as identified therein) for the benefit of the Gloperba-Elyxyb RPA Purchasers, dated as of February 28, 2025 (the “Gloperba-Elyxyb Royalty Security Agreement”). Under the Gloperba-Elyxyb Royalty Security Agreement, each of our and Scilex Pharma’s due performance and payment under the Gloperba-Elyxyb Royalty Purchase Agreement is secured by certain collateral, including a collection account and certain material contracts, intellectual property rights and regulatory approvals, in each case related to the Gloperba-Elyxyb Covered Products. Subordination Agreement In connection with the Gloperba-Elyxyb Royalty Purchase Agreement and the Gloperba-Elyxyb Royalty Security Agreement, the Company entered into that certain Subordination Agreement, dated as of February 28, 2025 (the “Gloperba-Elyxyb Subordination Agreement”), by and among the Company, Scilex Pharma the Gloperba-Elyxyb RPA Purchasers and the Note Agent (each as defined in the Subordination Agreement). Pursuant to the Gloperba-Elyxyb Subordination Agreement, the parties agreed that all obligations, liabilities and indebtedness under the Gloperba-Elyxyb Royalty Purchase Agreement are secured by first priority liens on the collateral under the Gloperba-Elyxyb Royalty Security Agreement (the “Gloperba-Elyxyb Royalty Collateral”) and the Note Agent’s lien on the Gloperba-Elyxyb Royalty Collateral is subordinated and becomes a second priority lien. Amendment No. 1 to ZTlido Royalty Purchase Agreement On February 28, 2025, the Company and Scilex Pharma entered into an Amendment No. 1 to Purchase and Sale Agreement (the “ZTlido Royalty Amendment”) with the purchasers (the “ZTlido Royalty Purchasers”) under that certain Purchase and Sale Agreement, dated as of October 8, 2024 (the “ZTlido Royalty Purchase Agreement”). Pursuant to the Royalty Amendment, the Company and Scilex Pharma may assign their respective rights or delegate their respective obligations under the ZTlido Royalty Purchase Agreement without the prior written consent of the Purchasers if the Company receives a commitment, contingent upon an asset purchase of Covered Products (as defined in the ZTlido Royalty Purchase Agreement), that would allow the Company to pay in full all obligations owed under the Debt Instruments (as defined therein), provided that such purchaser of Covered Products agrees to assume all of the obligations of the Company and Scilex Pharma under the ZTlido Royalty Purchase Agreement. Gloperba Rest of World License Agreement On February 28, 2025 (the “Effective Date”), the Company entered into a License Agreement (the “Gloperba License Agreement”) with Scilex Pharma and the Licensee with respect to (i) services, compositions, products, dosages and formulations comprising Gloperba that have been or are later developed by or on behalf of the Company, including the product and any future product defined as a “Licensed Product” under the Romeg License Agreement, as amended and as may be further amended or restated from time to time, and (ii) any related, improved, successor or replacement forms of any such product Controlled (as defined therein) by the Company ((i) and (ii) collectively, the “Gloperba Product”). Under the Gloperba License Agreement, the Company granted to the Licensee during the Gloperba License Term (as defined below) a worldwide, exclusive, non-transferable (except in connection with a permitted assignment of the Gloperba License Agreement) right, license and interest in, to, and under all Product Rights Controlled (each as defined therein) by the Company to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit all Gloperba Products, in all cases solely for commercialization of the Gloperba Products outside of the United States in the Field (as defined therein). The Licensee granted to the Company a non-exclusive, non-transferable (except in connection with a permitted assignment of the Gloperba License Agreement), right and license under the Licensee Non-Blocking Patents (as defined therein) (i) in the United States, to develop, manufacture, obtain and maintain regulatory approvals for, commercialize and otherwise exploit Gloperba Product for commercialization of Gloperba Products in the United States in the Field (as defined therein), and (ii) worldwide, to develop and manufacture Gloperba Product for commercialization in the United States in the Field (as defined therein). Each of the Licensee and the Company will receive 50% of the Net Revenue (as defined therein) generated based on Licensee’s sale of the Gloperba Products, and the Licensee shall effect the foregoing by paying to the Company an amount required for the Company to receive its share of the Net Revenue on a quarterly basis. Pursuant to the Gloperba License Agreement, the Licensee shall obtain and maintain regulatory approval for the Gloperba Product outside of the United States in accordance with its own business judgment and in its sole and absolute discretion. Promptly after the Effective Date, the Company is required to (i) facilitate an introduction between the Licensee and the Company’s contract manufacturer of the Gloperba Product (the “Gloperba CMO”) as of the Effective Date, and (ii) use reasonable efforts to cause such Gloperba CMO to accept a direct engagement with the Licensee for the manufacturing or supply of the Gloperba Product in finished dosage form. In addition, the Company agreed to appoint the Licensee as its exclusive distributor of the Gloperba Product in the entire world other than the United States during the Gloperba License Term. The term of the Gloperba License Agreement commences on the Effective Date and continues until expiration of the last to expire Licensed Patents (as defined therein), unless earlier terminated (the “Gloperba License Term”).

Stock Incentive and Employee Benefit Plans - Schedule of Stock Options Outstanding Activity (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Payment Arrangement [Abstract]
Options Outstanding, Beginning Balance	33,124
Options Outstanding, Granted	4,515
Options Outstanding, Exercised	(154)
Options Outstanding, Forfeited/Cancelled	(1,500)
Options Outstanding, Ending Balance	35,985	33,124
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Number	35,985
Options Outstanding, Exercisable	25,452
Weighted Average Exercise Price, Outstanding, Beginning Balance	$ 4.38
Weighted Average Exercise Price, Granted	0.95
Weighted Average Exercise Price, Exercised	1.48
Weighted Average Exercise Price, Forfeited/Cancelled	4.59
Weighted Average Exercise Price, Outstanding, Ending Balance	3.95	$ 4.38
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Weighted Average Exercise Price	3.95
Weighted Average Exercise Price, Exercisable	$ 3.23
Outstanding, Weighted-average Remaining Contractual Life, (in Years)	6 years 4 months 24 days	7 years 6 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Outstanding, Weighted Average Remaining Contractual Term	6 years 4 months 24 days
Exercisable, Weighted-average Remaining Contractual Life, (in Years)	5 years 6 months
Aggregate Intrinsic Value, Outstanding	$ 0	$ 7,459
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested and Expected to Vest, Exercisable, Aggregate Intrinsic Value	0
Aggregate Intrinsic Value, Exercisable	$ 0

Liquidity and Going Concern (Additional Information) (Details) - USD ($)							12 Months Ended
	Oct. 08, 2024	Sep. 17, 2024	Jun. 11, 2024	Jun. 27, 2023	Mar. 21, 2023	Nov. 17, 2022	Dec. 31, 2024	Dec. 31, 2023	Jun. 18, 2024	Dec. 22, 2023	Oct. 11, 2023	Sep. 25, 2023
Liquidity and Going Concern [Line Items]
Aggregate Share Issued, Common Stock							250,000
Negative working capital							$ 218,100,000
Cash and cash equivalents							3,272,000	$ 3,921,000
Loss from operations							(83,396,000)	(105,431,000)
Net cash used in operating activities							19,300,000
Accumulated deficit							$ (563,052,000)	$ (490,245,000)
Principal laon amount				$ 30,000,000
Long Term Commitment Amount			$ 100,000,000
Commitment Amount Payable			$ 85,000,000
Long term Purchase Period			70 days
Company receives the Deposit			$ 85,000,000
Company Receives The Deposit Period			60 days
Non-Refundable Deposit Amount			$ 10,000,000
Offer and sell shares of Common Stock			3,250,000				243,312,885	160,084,250	3,250,000			474,683
Deposit Warrant Exercise Price									$ 1.2
Common stock, par value							$ 0.0001	$ 0.0001
Equity Purchase Agreement with Yorkville and B. Riley [Member]
Liquidity and Going Concern [Line Items]
Convertible Debenture principal Amount					$ 25,000,000
Convertible Debenture							$ 24,000,000
A&R Yorkville Purchase Agreement
Liquidity and Going Concern [Line Items]
Offer and sell shares of Common Stock							632,431
Proceeds from sale of common stock							$ 200,000	$ 32,300,000
Right to sell maximum number of common stock shares						$ 500,000,000	$ 500,000,000
Common stock, par value						$ 0.0001
ATM Sales Agreement
Liquidity and Going Concern [Line Items]
Offer and sell shares of Common Stock							2,764,187	0
Proceeds from sale of common stock							$ 2,700,000
Satisfaction Agreement
Liquidity and Going Concern [Line Items]
Agreement amount		$ 13,200,000					$ 13,200,000
Liquidated damages		$ 20,000,000
Securities Purchase Agreement [Member]
Liquidity and Going Concern [Line Items]
Conversion Price					$ 8
Maximum [Member]
Liquidity and Going Concern [Line Items]
Conversion Price											$ 2
Common Stock [Member] \| Maximum [Member] \| ATM Sales Agreement
Liquidity and Going Concern [Line Items]
Common stock issuable, value										$ 170,000,000
Senior Secured Convertible Notes [Member] \| Securities Purchase Agreement [Member]
Liquidity and Going Concern [Line Items]
Debt principal amount	$ 50,000,000
Conversion Price	$ 1.09
Debt Instrument, Convertible, Conversion Price, Decrease	$ 1.04
Senior Secured Convertible Notes [Member] \| Common Stock [Member] \| Investor Agreement [Member]
Liquidity and Going Concern [Line Items]
Debt Instrument Repurchased Face Amount	$ 22,500,000
Oramed [Member] \| Principal Balance [Member] \| Senior Secured Convertible Notes [Member] \| Securities Purchase Agreement [Member]
Liquidity and Going Concern [Line Items]
Reduction of the principal balance	$ 22,500,000
Initial Closing [Member]
Liquidity and Going Concern [Line Items]
Company receives the Deposit			$ 15,000,000
Non-Refundable Deposit Amount			85,000,000
Second Closing [Member]
Liquidity and Going Concern [Line Items]
Company receives the Deposit			$ 15,000,000

Net Loss Per Share - Schedule of the reconciliation of basic and diluted loss per share (Details) - USD ($) $ / shares in Units, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Earnings Per Share [Abstract]
Net loss	$ (72,807)	$ (114,331)
Premium on redemption of Preferred Stock	0	(52,645)
Net loss for basic and diluted loss per share available to common stockholders	(72,807)	(166,976)
Reversal of mark-to-market adjustment for liability classified warrants	(8,895)	0
Net loss for diluted loss per share available to common stockholders	$ (81,702)	$ (166,976)
Net loss for diluted loss per share available to common stockholders	124,636	130,298
Weighted average common stock warrants exercisable for nominal consideration	6,500	0
Weighted average number of shares outstanding - basic	131,136,000	130,298,000
Effect of dilutive securities	2,939	0
Weighted average number of shares and assumed conversions - diluted	134,075,000	130,298,000
Net loss per share attributable to common stockholders - basic	$ (0.56)	$ (1.28)
Net loss per share attributable to common stockholders - diluted	$ (0.61)	$ (1.28)

Goodwill and Intangible Assets (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Goodwill	$ 13,481	$ 13,481
Goodwill impairment charges	$ 0	0
Weighted average remaining life for identifiable intangible assets	8 years 6 months
Amortization expense	$ 4,031	$ 4,106
Patent Rights, Acquired Technology and Acquired Licenses
Finite-Lived Intangible Assets [Line Items]
Property Plant And Equipment Useful Life	15 years
Maximum [Member]
Finite-Lived Intangible Assets [Line Items]
FiniteLivedIntangibleAssetUsefulLife	13 years
Minimum
Finite-Lived Intangible Assets [Line Items]
FiniteLivedIntangibleAssetUsefulLife	6 years 9 months 18 days
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Property Plant And Equipment Useful Life	5 years

Debt (Tables)

12 Months Ended

Dec. 31, 2024

Debt Instrument [Line Items]

Schedule of convertible debentures

The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands):


	December 31, 2024
Ending Balance as of December 31, 2023	$	4,340
Repayment of Convertible Debentures		(4,375	)
Change in fair value of Convertible Debentures		35

Ending Balance as of December 31, 2024	$	—

Schedule of FSF Deposit

The following table provides a summary of the changes in the balance and the estimated fair value of the FSF Deposit (in thousands):


	December 31, 2024
Beginning Balance as of June 11, 2024	$	10,000
Change in fair value of FSF Deposit		4,690
Reclass of Deposit Warrant liability upon satisfaction of FSF Deposit		(1,690	)
Repayment of FSF Deposit		(13,000	)

Ending Balance as of December 31, 2024	$	—

Schedule of revenue liability activity

The following table summarizes the purchased revenue liability activity during the year ended December 31, 2024 (in thousands):


	December 31, 2024
Beginning Balance as of October 8, 2024	$	5,900
Change in fair value of purchased revenue liability		900

Ending Balance as of December 31, 2024	$	6,800

Oramed Note [Member]

Debt Instrument [Line Items]

Schedule of The Oramed Note

The following table provides a summary of the changes in the balance and the estimated fair value of the Oramed Note (in thousands):


	December 31, 2024
Ending Balance as of December 31, 2023	$	104,089
Repayment of Oramed Note		(64,200	)
Conversion into Tranche B Notes		(25,000	)
Change in fair value of Oramed Note—recorded in the consolidated statements of operations		3,589
Change in fair value of Oramed Note—due to instrument-specific credit risk recorded as a component of other comprehensive income		(6,317	)

Ending Balance as of December 31, 2024	$	12,161

Tranche B Notes [Member]

Debt Instrument [Line Items]

Schedule of Tranche B Notes

The following table provides a summary of the changes in the balance and the estimated fair value of the Tranche B Notes (in thousands):


	December 31, 2024
Beginning Balance as of October 8, 2024	$	42,740
Conversion of Tranche B notes		(9,255	)
Repayment of Tranche B Notes		(3,283	)
Change in fair value of Tranche B Notes		(6,641	)

Ending Balance as of December 31, 2024	$	23,560

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 55
-Paragraph 8
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482949/835-30-55-8

Reference 2: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(f))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 3
-Subparagraph (SX 210.12-04(a))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-3

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 5: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69B

Reference 6: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69C

Reference 7: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69E

Reference 8: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 55
-Paragraph 69F
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481568/470-20-55-69F

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 11: http://www.xbrl.org/2003/role/exampleRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1D
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1D

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 22: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 23: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 24: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1F
-Subparagraph (b)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1F

Reference 25: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 26: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 27: http://www.xbrl.org/2009/role/commonPracticeRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482900/835-30-50-1

+ Details

Balance Sheet Components

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Balance Sheet Components

5. Balance Sheet Components

Investments

Convertible Promissory Note

On August 9, 2024, Denali Capital Acquisition Corp. (“Denali”) issued a convertible promissory note (the “Convertible Promissory Note”) in the total principal amount of up to $180,000 to the Company. The Convertible Promissory Note was issued with an initial principal balance of $15,063.74, with the remaining

$164,936.26 drawable at Denali’s request and upon the consent of the Company prior to the maturity of the Convertible Promissory Note. The Convertible Promissory Note matures upon the earlier of (i) the effective date of the consummation of Denali’s initial business combination or (ii) the date of the liquidation of Denali. Any future drawdowns of the remaining $164,936.26 principal amount available under the Convertible Promissory Note are expected to fund future

one-month

extensions as necessary to provide additional time for Denali to complete a business combination. At the option of the Company, upon consummation of an initial business combination, the Convertible Promissory Note may be converted in whole or in part into additional Class A ordinary shares of Denali, at a conversion price of $10.00 per ordinary share (the “Conversion Shares”). The terms of the Conversion Shares will be identical to those of the private placement shares that were issued to Denali Capital Global Investments, LLC in connection with Denali’s initial public offering (the “IPO”). In the event that Denali does not consummate an initial business combination, the Convertible Promissory Note will be repaid only from funds held outside of the trust account established in connection with the IPO or will be forfeited, eliminated or otherwise forgiven. No interest shall accrue on the unpaid principal balance of the Convertible Promissory Note. As of December 31, 2024, the balance of the Convertible Promissory Note was $75.3 thousand as a result of additional draws after the initial amount.

Semnur Business Combination Agreement and Sponsor Interest Purchase Agreement

On August 30, 2024, Semnur entered into an agreement and plan of merger (the “Semnur Business Combination Agreement”) with Denali and Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary of Denali (“Denali Merger Sub”).

The Semnur Business Combination Agreement provides that, among other things, (i) on the terms and subject to the conditions set forth therein, Denali Merger Sub will merge with and into Semnur, with Semnur surviving as a wholly owned subsidiary of Denali (the “Semnur Business Combination”), and (ii) prior to the closing of the Semnur Business Combination, Denali will migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the General Corporation Law of the State of Delaware, as amended (the “DGCL”), and

de-register

in the Cayman Islands in accordance with Section 206 of the Cayman Companies Act (the “Domestication”). Upon the closing of the Semnur Business Combination, it is anticipated that Denali will change its name to “Semnur Pharmaceuticals, Inc.” (“New Semnur”). Shares of Denali common stock following the Domestication are hereinafter referred to as “New Semnur Common Shares”. Shares of Denali Series A preferred stock following the Domestication are hereinafter referred to as “New Semnur Preferred Shares”. Warrants to purchase New Semnur Common Shares following the Domestication are hereinafter referred to as “New Semnur Warrants”.

In accordance with the terms and subject to the conditions of the Semnur Business Combination Agreement, following the Domestication and at the effective time of the Semnur Business Combination (the “Effective Time”): (i) each share of common stock, par value $0.00001 per share (the “Semnur Common Stock”), of Semnur, issued and outstanding immediately prior to the Effective Time, will be automatically converted into the right to receive, without interest, a number of New Semnur Common Shares equal to the Exchange Ratio (as defined in the Semnur Business Combination Agreement); (ii) each share of Series A preferred stock of Semnur issued and outstanding immediately prior to the Effective Time will be automatically converted into the right to receive, without interest, (a) one New Semnur Preferred Share and

(b) one-tenth

of one New Semnur Common Share, and (iii) subject to Denali’s receipt of the Option Exchange Approval (as defined in the Semnur Business Combination Agreement), each option to purchase a share of Semnur Common Stock that is then outstanding shall be converted into the right to receive an option to purchase a number of New Semnur Common Shares as determined by the Exchange Ratio upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time, with the exercise price thereof adjusted by the Exchange Ratio.

The Company defers specific incremental costs directly attributable to the Semnur Business Combination, such as legal, accounting and other general and administrative costs. After the consummation of the Semnur Business

Combination, these costs will be classified in stockholders’ deficit as a reduction of additional

paid-in

capital recorded as a result of the Semnur Business Combination. In the event the Semnur Business Combination Agreement is terminated, all deferred offering costs will be reclassified to general and administrative expenses in the Company’s consolidated statements of operations and comprehensive loss. As of December 31, 2024 and 2023, deferred offering costs related to the Semnur Business Combination totaled $6.0 million and nil, respectively, and were included in prepaid expenses and other current assets in the Company’s consolidated balance sheet.

In connection with the execution and delivery of the Semnur Business Combination Agreement, Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and the Company entered into a Sponsor Interest Purchase Agreement (the “SIPA”) dated August 30, 2024 (the “Signing Date”). Pursuant to the SIPA, the Company agreed to purchase 500,000 Class B ordinary shares, par value $0.0001 per share (the “Purchased Interests”), of Denali that are currently held by the Sponsor. The aggregate consideration for the purchase and sale of the Purchased Interests is as follows: (i) $2,000,000 (the “Cash Consideration”) and (ii) 300,000 shares of Common Stock. Pursuant to the SIPA, the Company has paid the Cash Consideration on the Signing Date and has agreed to issue Common Stock to the Sponsor contingent upon and following the occurrence of the Effective Time. The Company accounted for this promise to issue shares at a future date as an equity classified instrument as it is indexed to the Company’s own stock and meets the conditions to be classified in equity under FASB ASC 815,

Derivatives and Hedging

. The Purchased Interests will convert automatically, on a

one-for-one

basis, into one New Semnur Common Share at the effective time of the Domestication pursuant to the terms of the Semnur Business Combination Agreement. The Company determined it does not have significant influence over Denali and accounted for the Purchased Interests as equity securities at the transaction price which consists of the $2,000,000 paid by the Company to the Sponsor and the value of the 300,000 shares of the Common Stock at the closing price of $1.15 per share on the Signing Date for a total of $2.3 million. The Company elected to subsequently measure the investment at cost less any impairment. As of December 31, 2024, the Company’s investment in the Purchased Interests had a balance of $2.3 million. No impairment loss was recognized during the year ended December 31, 2024.

Property and Equipment, Net

Property and equipment, net, consists of the following (in thousands):


	December 31, 2024			December 31, 2023
Construction in progress	$	689		$	689
Furniture		17			5
Computers and equipment		16			36
Leasehold improvements		50			50

Property and equipment, gross		772			780
Less: Accumulated depreciation		(64	)		(58	)

Property and equipment, net	$	708		$	722

The Company recognized depreciation expense of $14.0 thousand and $40.0 thousand for the years ended December 31, 2024 and 2023, respectively.

Accrued Expenses

Accrued expenses consists of the following (in thousands):


	December 31, 2024		December 31, 2023
Accrued professional service fees	$	667	$	2,029
Accrued sales and marketing costs		876		1,601
Accrued research and development costs		315		1,546
Accrued tax payable		876		1,452
Accrued litigation expenses		—		500
Accrued others		107		280

Accrued expenses	$	2,841	$	7,408

Income Taxes (Additional Information) (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Line Items]
Deferred tax assets, valuation allowance	$ 113,703	$ 96,776
Indefinite net federal operating loss	313,500
Research and development income tax credits	3,700
Income tax expense, interest and penalties	0	0
Liabilities for uncertain tax positions	0
Unrecognized tax benefits that would impact effective tax rate	1,200	$ 1,100
Research and Development Income Tax Credits [Member]
Income Tax Disclosure [Line Items]
Tax credit, not subject to expire	2,200
Federal [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 336,500
Operating loss carryforwards, expiration year	2033
Income tax credits, expiration year	2034
State [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforwards	$ 248,200

Goodwill and Intangible Assets - Summary of identifiable intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 60,781	$ 60,781
Accumulated amortization	28,328	24,296
Intangibles, net	32,453	36,485
Patent rights
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	32,630	32,630
Accumulated amortization	17,770	15,591
Intangibles, net	14,860	17,039
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	21,940	21,940
Accumulated amortization	9,143	7,679
Intangibles, net	12,797	14,261
Acquired licenses
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5,711	5,711
Accumulated amortization	915	551
Intangibles, net	4,796	5,160
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	500	500
Accumulated amortization	500	475
Intangibles, net	$ 0	$ 25

- Definition

Line items represent financial concepts included in a table. These concepts are used to disclose reportable information associated with domain members defined in one or many axes to the table.

+ References + Details

Acquisitions and License Agreements (Additional Information) (Details) - USD ($)			12 Months Ended
	Jun. 14, 2022	May 31, 2022	Dec. 31, 2024	Dec. 31, 2023
Business Acquisition [Line Items]
Royalty expenses			$ 300,000	$ 26,000
Payment to acquire license			0
Accrued Royalty Payables			100,000	5,000
Patents [Member] \| Sorrento [Member]
Business Acquisition [Line Items]
Payment upon the achievement of net sales		$ 20,000,000
Amount due for New Drug Application		$ 3,000,000
License Agreement
Business Acquisition [Line Items]
Development milestones payment was recognized under other long-term liabilities			200,000	200,000
License Agreement \| Romeg License Agreement [Member]
Business Acquisition [Line Items]
Up-front license fee	$ 2,000,000
Payment upon the achievement of net sales	13,000,000
Payments for royalties	150,000
Non-refundable, non-creditable payment	$ 700,000
Transfer of Common Stock Shares	779,371
Intangible asset	$ 5,700,000
Deferred consideration	$ 3,700,000
Royalty expenses			600,000	300,000
Contingent consideration, liability			$ 0	$ 0

Income Taxes - Schedule of Unrecognized Tax Benefits Roll Forward (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Beginning Balance	$ 1,071	$ 408
Increase related to prior year tax positions	0	536
Increase related to current year tax positions	127	127
Ending Balance	$ 1,198	$ 1,071

Nature of Operations and Basis of Presentation (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023	Sep. 21, 2023
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value	$ 0.0001	$ 0.0001
Preferred Stock, par value	$ 0.0001	$ 0.0001
Receivables	$ 3.2
Allowances for expected credit losses accounts receivable	$ 1.2	$ 0.0
Minimum [Member]
Description of Organization and Business Operations (Details) [Line Items]
Income taxes paid	5.00%
Sorrento
Description of Organization and Business Operations (Details) [Line Items]
Common stock, par value			$ 0.0001
Preferred Stock, par value			$ 0.0001
Customer Concentration Risk [Member]
Description of Organization and Business Operations (Details) [Line Items]
Percentage of net revenue, sole distributor	10.00%	10.00%
Customer Concentration Risk [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Expected Credit Losses	$ 1.2	$ 0.0
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	86.00%	85.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Minimum [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	23.00%	22.00%
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Maximum [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	34.00%	32.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	95.00%	91.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Minimum [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	30.00%	24.00%
Customer Concentration Risk [Member] \| Accounts Receivable [Member] \| Maximum [Member] \| Three Customers [Member]
Description of Organization and Business Operations (Details) [Line Items]
Concentration risk, percentage	33.00%	36.00%
Convertible Debentures [Member]
Description of Organization and Business Operations (Details) [Line Items]
Debt Weighted Average Interest Rate	6.67%	13.55%

Cover Page	12 Months Ended
Cover Page	Dec. 31, 2024
Document Information [Line Items]
Document Type	POS AM
Amendment Flag	true
Entity Central Index Key	0001820190
Entity Tax Identification Number	92-1062542
Entity Registrant Name	Scilex Holding Company
Entity Incorporation, State or Country Code	DE
Entity Address, Address Line One	960 San Antonio Road
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	650
Local Phone Number	516-4310
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	true
Entity Ex Transition Period	true
Entity Primary SIC Number	2836
Amendment Description	Scilex Holding Company (the “Company”) filed a shelf registration statement on Form S-3 (No. 333-276245) with the Securities and Exchange Commission (the “SEC”) on December 22, 2022, which registration statement was initially declared effective by the SEC on January 11, 2024 (the “Shelf Registration Statement”). The Shelf Registration Statement registered up to $500,000,000 in aggregate principal amount of common stock, preferred stock, warrants, debt securities, rights and units.The Company also filed a registration statement on Form S-3 (No. 333-280882) with the SEC on July 18, 2024, which registration statement was declared effective by the SEC on July 25, 2024 (the “Resale Registration Statement” and, together with the Shelf Registration Statement, the “Original Registration Statements”).The Company is not currently eligible to use the Original Registration Statements as a result of its failure to timely file its Quarterly Report on Form 10-Q for the period ended September 30, 2024. Accordingly, the Company is filing this Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (this “Post-Effective Amendment No. 1”) (i) pursuant to Rule 429 under the Securities Act of 1933, as amended (the “Securities Act”), to combine the prospectuses included in the Original Registration Statements, (ii) to convert each of the Original Registration Statements into a Registration Statement on Form S-1, (iii) to update the section entitled “Selling Securityholder” contained in the accompanying prospectus to reflect, among other things, earlier sales or dispositions of securities made by the Selling Securityholder, and (iv) to serve as a Section 10(a)(3) update to each of the Original Registration Statements and to make certain other updates to the prospectus that forms a part of this Post-Effective Amendment No. 1. No additional securities are being registered under this Post-Effective Amendment.The Company completed a l-for-35 reverse stock split on April 15, 2025. Unless indicated otherwise, all share and per share information presented in the prospectus forming a part of this Post-Effective Amendment No. 1 reflects the completion of the reverse stock split. The Company’s historical financial statements included in this prospectus do not reflect the reverse stock split.
Business Contact [Member]
Document Information [Line Items]
Entity Address, Address Line One	960 San Antonio Road
Entity Address, City or Town	Palo Alto
Entity Address, State or Province	CA
Entity Address, Postal Zip Code	94303
City Area Code	650
Local Phone Number	516-4310
Contact Personnel Name	Jaisim Shah

Fair Value Measurements (Details) - Schedule of fair value assets measured on a recurring basis - USD ($) $ in Thousands	Dec. 31, 2024	Oct. 08, 2024	Dec. 31, 2023	Dec. 31, 2022
Liabilities:
Oramed Note	$ 12,161		$ 104,089
Convertible debenture			$ 4,340
Tranche B Notes	23,560	$ 42,740
Purchased Revenue Liability	$ 6,800	$ 5,900
Derivative Liability, Statement of Financial Position [Extensible Enumeration]	Derivative Liability, Noncurrent		Derivative Liability, Noncurrent
Derivative liabilities	$ 18,303		$ 1,518
Other long-term liabilities	155		179
Total liabilities measured at fair value	60,979		110,126
Level 1 [Member]
Liabilities:
Oramed Note	0		0
Convertible debenture			0
Tranche B Notes	0
Purchased Revenue Liability	0
Derivative liabilities	0		0
Other long-term liabilities	0		0
Total liabilities measured at fair value	0		0
Level 2 [Member]
Liabilities:
Oramed Note	0		0
Convertible debenture			0
Tranche B Notes	0
Purchased Revenue Liability	0
Derivative liabilities	0		0
Other long-term liabilities	0		0
Total liabilities measured at fair value	0		0
Level 3 [Member]
Liabilities:
Oramed Note	12,161		104,089
Convertible debenture			4,340
Tranche B Notes	23,560
Purchased Revenue Liability	6,800
Derivative liabilities	18,303		1,518	$ 1,231
Other long-term liabilities	155		179
Total liabilities measured at fair value	$ 60,979		$ 110,126

Acquisitions and License Agreements	12 Months Ended
Acquisitions and License Agreements	Dec. 31, 2024
Disclosure Text Block [Abstract]
Acquisitions and License Agreements	3. Acquisitions and License Agreements SP-104 Acquisition In May 2022, the Company acquired the Delayed Burst Release Low Dose Naltrexone asset and intellectual property rights for the treatment of chronic pain, fibromyalgia and chronic post-COVID syndrome (collectively, the “SP-104 Assets”). Pursuant to the acquisition provisions, the Company is obligated to pay Aardvark Therapeutics, Inc. (“Aardvark”) (i) $3.0 million upon initial approval by the FDA of a new drug application for the SP-104 Assets (which amount may be paid in shares of Common Stock or cash, in the Company’s sole discretion) (the “Development Milestone Payment”) and (ii) $20.0 million in cash, upon achievement of certain net sales by the Company of a commercial product that uses the SP-104 Assets (the “Sales Milestone Payment”). The Company will also pay Aardvark certain royalties in the single digits based on percentages of annual net sales by the Company of a commercial product that uses the SP-104 Assets. The Sales Milestone Payment and sale volume-based future royalties were determined to meet a scope exception for derivative accounting and will not be recognized until the contingencies are realized. The Development Milestone Payment represents a liability, which will be measured at fair value for each reporting period. As of December 31, 2024 and December 31, 2023, the contingent consideration associated with the Development Milestone Payment was $0.2 million, recorded in the other long-term liabilities. GLOPERBA License Agreement On June 14, 2022 (the “Original Signing Date”), the Company entered into a License and Commercialization Agreement with RxOmeg Therapeutics LLC (a/k/a Romeg Therapeutics, LLC) (“Romeg”) for the in-licensing of certain intellectual property rights from Romeg with respect to the commercialization of GLOPERBA, which was amended by that First Amendment to License and Commercialization Agreement, dated as of January 16, 2025 (such agreement, as amended, the “Romeg License Agreement”). Under the Romeg License Agreement, among other things, Romeg granted the Company (1) a license, with the right to sublicense, under the patents and know-how specified therein to (a) commercialize a pharmaceutical product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed Product”) in the United States (including its territories) (the “Romeg U.S. Territory”), (b) develop other products comprising the Initial Licensed Product as an active pharmaceutical ingredient (together with the Initial Licensed Product, the “Licensed Products”) and commercialize any such products in the Romeg U.S. Territory and (c) manufacture Licensed Products anywhere in the world, solely for commercialization in the Romeg U.S. Territory; (2) an exclusive license, with right to sublicense, to use the trademark “GLOPERBA” and logos, designs, translations, and modifications thereof (collectively, the “Licensed Trademark”) in connection with the commercialization of the Initial Licensed Product solely in the Romeg U.S. Territory; and (3) pursuant to the amendment thereto, a license, with the right to (a) sublicense under the know-how and, if any, patents existing worldwide other than the Romeg U.S. Territory (the “Romeg Ex-U.S. Territory”), as specified therein, to develop, manufacture and commercialize Licensed Products in the Romeg Ex-U.S. Territory and (b) to use the Licensed Trademark in connection with the commercialization of the Licensed Products in the Romeg Ex-U.S. Territory. The Initial Licensed Product, GLOPERBA, was approved and made available in the United States in 2020. As consideration for the license under the Romeg License Agreement, the Company agreed to pay Romeg (1) an up-front license fee of $2.0 million, (2) upon the Company’s achievement of certain net sales milestones, certain milestone payments in the aggregate amount of up to $13.0 million, (3) certain royalties in the mid-single digit percentage based on annual net sales of the Licensed Products attributable to sales of the Licensed Products occurring in the Romeg U.S. Territory during the Romeg U.S. Territory Royalty Term, with a quarterly minimum royalty of $150,000, and (4) pursuant to the amendment thereto, (a) certain royalties at rates in the low-single digit percentage, based on annual net sales of the Licensed Products attributable to sales of License Products in the Romeg Ex-U.S. Territory during the Romeg Ex-U.S. Territory Royalty Term and (b) a one-time, non-refundable, non-creditable payment of $700,000. Pursuant to the amendment agreement, we also transferred to Romeg 779,371 shares of our Common Stock. In connection with the Romeg License Agreement, the Company recorded an intangible asset for acquired licenses of $5.7 million, which is comprised of the upfront license fee of $2.0 million and deferred consideration of $3.7 million that is the present value of the future minimum royalty payments and immaterial transaction costs. During the years ended December 31, 2024 and 2023, the Company made royalty payments in the amount of $0.6 million and $0.3 million, respectively. No contingent consideration was recognized as a liability or included in the fair value of the assets as of December 31, 2024 or December 31, 2023. ELYXYB Acquisition In February 2023, the Company entered into an asset purchase agreement (the “ELYXYB APA”) with BioDelivery Sciences International, Inc. (“BDSI”) and Collegium Pharmaceutical, Inc. (“Collegium”, and together with BDSI, the “Sellers”) to acquire the rights to certain patents, trademarks, regulatory approvals, data, contracts, and other rights related to ELYXYB and its commercialization in the United States and Canada (the “ELYXYB Territory”). As consideration for the acquisition, the Company assumed various rights and obligations under the asset purchase agreement between BDSI and Dr. Reddy’s Laboratories Limited, a company incorporated under the laws of India (“DRL”), dated August 3, 2021 (the “DRL APA”), including an irrevocable, royalty-free, exclusive license to know-how and patents of DRL related to ELYXYB and necessary or used to exploit ELYXYB in the ELYXYB Territory. No cash consideration was or will be payable to the Sellers for such acquisition; however, the obligations under the DRL APA that were assumed by the Company include contingent sales and regulatory milestone payments and sales royalties. The Company is also obligated to make quarterly royalty payments to DRL on net sales of ELYXYB in the ELYXYB Territory. In April 2023, the Company launched ELYXYB in the U.S. As of December 31, 2024 and 2023, the Company had ending balances of accrued royalty payables of $0.1 million and $5.0 thousand, respectively, which was recorded as accrued expenses under current liabilities on the consolidated balance sheets. During the years ended December 31, 2024 and 2023, the Company made royalty payments in the amount of $0.3 million and $26.0 thousand, respectively. As of December 31, 2024, no sales or regulatory milestone payments had been accrued as there were no potential milestones yet considered probable of achievement.

Goodwill and Intangible Assets - Estimated future amortization expense of intangible assets (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
As of March 31,2023
2025	$ 4,006
2026	4,006
2027	4,006
2028	4,006
2029	4,006
Thereafter	12,423
Total	$ 32,453	$ 36,485

Commitments and Contingencies (Additional Information) (Details) - USD ($)	1 Months Ended	12 Months Ended
	Feb. 28, 2013	Dec. 31, 2024	Dec. 31, 2023	Apr. 30, 2023
Commitments and Contingencies [Line Items]
Royalty expenses		$ 300,000	$ 26,000
Finance lease liabilities		$ 0
Finance Lease, Liability, Statement of Financial Position [Extensible Enumeration]		Derivative Liability, Noncurrent
Lease Expense		$ 1,000,000	1,100,000
Additional ROU assets		2,225,000	2,943,000	$ 2,500,000
Corresponding lease liabilities		1,523,000	2,237,000	$ 2,500,000
GLOPERBA [Member]
Commitments and Contingencies [Line Items]
Due From Related Party		500,000
Former Employee [Member]
Commitments and Contingencies [Line Items]
Agreement settlement payment		3,500,000
Former Employee One[Member]
Commitments and Contingencies [Line Items]
Agreement settlement payment		$ 2,500,000
Epoladerm [Member]
Commitments and Contingencies [Line Items]
Percentage on net sale		6.00%
Probudur [Member]
Commitments and Contingencies [Line Items]
Percentage on net sale		6.00%
Envelta [Member]
Commitments and Contingencies [Line Items]
Percentage on net sale		6.00%
Product Development Agreement [Member] \| Developers [Member]
Commitments and Contingencies [Line Items]
Royalty expenses		$ 9,900,000	8,500,000
Accrued royalty payables		4,000,000	2,400,000
Agreement maturity date	Oct. 02, 2028
Agreement maturity renewal description	The Product Development Agreement will renew automatically for subsequent successive one-year renewal periods unless Scilex Pharma or the Developers terminate it upon six months’ written notice.
Product Development Agreement [Member] \| Developers [Member] \| Minimum [Member]
Commitments and Contingencies [Line Items]
Royalty payment percentage related to future years	25.00%
Product Development Agreement [Member] \| Developers [Member] \| Maximum [Member]
Commitments and Contingencies [Line Items]
Royalty payment percentage related to future years	35.00%
Product Development Agreement [Member] \| Scilex Pharma [Member]
Commitments and Contingencies [Line Items]
Royalty expenses		$ 8,300,000	$ 8,300,000
Non-cancelable Lease Agreements [Member] \| Minimum [Member] \| Research and Development Facilities [Member]
Commitments and Contingencies [Line Items]
Operating lease, remaining lease term		2 years 9 months 18 days
Operating lease, lease term		3 years
Non-cancelable Lease Agreements [Member] \| Maximum [Member] \| Research and Development Facilities [Member]
Commitments and Contingencies [Line Items]
Operating lease, lease term		5 years

Income Taxes - Schedule of Effective Income Tax Rate Reconciliation (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Tax Disclosure [Abstract]
Income tax benefit at federal statutory rate	$ (15,290)	$ (24,007)
Valuation allowance	18,559	29,232
Compensation expense	2,772	3,798
Acquisition related charges	485	260
Prior year true-up and carryback	(1,182)	(5,079)
State, net of federal tax benefit	(2,705)	(5,127)
Change in fair value of Convertible Debentures	(4,449)	1,752
Change in tax rates	2,155	(1,471)
Other	(346)	655
Total	$ (1)	$ 13

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Schedule of Components of Benefit for Income Taxes

The components of the provision (benefit) expense were as follows for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Current income tax (benefit) expense:
Federal	$	—		$	—
State		(1	)		13

Total current income tax (benefit) expense		(1	)		13
Deferred income tax benefit:
Federal		(16,279	)		(16,514	)
State		(2,803	)		(11,247	)

Total deferred income tax benefit		(19,082	)		(27,761	)
Changes in tax rate		2,155			(1,471	)
Changes in valuation allowance		16,927			29,232

Total income tax (benefit) expense from continuing operations	$	(1	)	$	13

Schedule of Deferred Tax Liabilities and Related Valuation Allowance

The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	85,226		$	71,434
Debt related interest		16,228			16,898
Capitalized research and development		5,228			4,936
Tax credit carryforwards		4,415			3,960
Stock-based compensation		1,157			525
Accrued expense and reserves		1,812			1,584
Purchased revenue liability		1,754			—
Operating lease liabilities		577			774
Other		303			159

Total deferred tax assets		116,700			100,270
Less valuation allowance		(113,703	)		(96,776	)

Total deferred tax assets		2,997			3,494

Deferred tax liabilities:
Intangible assets		(2,423	)		(2,734	)
Operating lease right-of-use assets		(574	)		(760	)

Total deferred tax liabilities		(2,997	)		(3,494	)

Net deferred tax liabilities	$	—		$	—

Schedule of Effective Income Tax Rate Reconciliation

The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Income tax benefit at federal statutory rate	$	(15,290	)	$	(24,007	)
Valuation allowance		18,559			29,232
Compensation expense		2,772			3,798
Acquisition related charges		485			260
Prior year true-up and carryback		(1,182	)		(5,079	)
State, net of federal tax benefit		(2,705	)		(5,127	)
Change in fair value of Convertible Debentures		(4,449	)		1,752
Change in tax rates		2,155			(1,471	)
Other		(346	)		655

Income tax (benefit) expense	$	(1	)	$	13

Schedule of Unrecognized Tax Benefits Roll Forward

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Gross unrecognized tax benefits at the beginning of the year	$	1,071	$	408
Increase related to prior year tax positions		—		536
Increase related to current year tax positions		127		127

Gross unrecognized tax benefits at the end of the year	$	1,198	$	1,071

Fair Value Measurements (Additional Information) (Details) - USD ($)				1 Months Ended	12 Months Ended
	Jun. 30, 2024	Sep. 30, 2023	Apr. 30, 2023	Oct. 31, 2024	Dec. 31, 2024	Dec. 31, 2023	Oct. 08, 2024
Subsidiary, Sale of Stock [Line Items]
Note discount rate					128.82%	13.05%
Principle amount of issued debt			$ 25,000,000
Warrants outstanding					5,467,692	6,854,309
Derivative warrant liabilities					$ 18,300,000
Accumulated other comprehensive income					6,317,000	$ 0
Purchased Revenue Liability					6,800,000		$ 5,900,000
(Gain) loss on derivative liability					17,378,000	(512,000)
Common stock upon conversation of cash					$ 3,000,000
Discount rate of FDA					10.00%
Development Milestone Payment					$ 200,000	200,000
Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
(Gain) loss on derivative liability					17,400,000	(500,000)
Convertible Debentures
Subsidiary, Sale of Stock [Line Items]
(Gain) loss on derivative liability					35,000	4,400,000
Oramed Note [Member]
Subsidiary, Sale of Stock [Line Items]
Estimated fair value					12,200,000	104,100,000
Principle amount of issued debt	$ 10,000,000	$ 101,900,000
Accumulated other comprehensive income					5,000,000
Change in fair value of debt and liability instruments					3,600,000	2,800,000
Change in fair value due to credit risk					6,300,000	$ 0
Tranche B Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Estimated fair value					23,600,000
Principle amount of issued debt				$ 50,000,000
Change in fair value of debt and liability instruments					6,600,000
Purchased Revenue Liability [Member]
Subsidiary, Sale of Stock [Line Items]
Change in fair value of debt and liability instruments					900,000
Senior Subordinated Notes [Member]
Subsidiary, Sale of Stock [Line Items]
Change in fair value of debt and liability instruments					$ 4,700,000
Private Placement [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					1,000,000
February 2024 BDO Firm Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					3,803,447
April 2024 RDO Common Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					15,000,000
Deposit Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					3,250,000
October 2024 Noteholder Warrants [Member]
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					7,500,000
December 2024 RDO Common Warrants
Subsidiary, Sale of Stock [Line Items]
Warrants outstanding					57,512,958

Fair Value Measurements (Details) - Schedule of The Inputs Used In Valuing The Derivative Warrant Liabilities - $ / shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	$ 0.43	$ 2.04
Exercise price	$ 11.5	$ 11.5
Term, in years	2 years 10 months 9 days	3 years 10 months 9 days
Volatility	109.00%	76.00%
Risk-free rate	4.22%	3.90%
Dividend yield	0.00%	0.00%
Call option value	$ 0.21	$ 0.42
February 2024 BDO Firm Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	0.43
Exercise price	$ 1.7
Term, in years	4 years 2 months 4 days
Volatility	81.00%
Risk-free rate	4.29%
Dividend yield	0.00%
Call option value	$ 0.15
April 2024 RDO Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	0.43
Exercise price	$ 1.1
Term, in years	4 years 3 months 25 days
Volatility	80.00%
Risk-free rate	4.30%
Dividend yield	0.00%
Call option value	$ 0.19
Deposit Warrant [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	0.43
Exercise price	$ 1.2
Term, in years	4 years 5 months 19 days
Volatility	73.00%
Risk-free rate	4.30%
Dividend yield	0.00%
Call option value	$ 0.16
October 2024 Noteholder Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	0.43
Exercise price	$ 1.04
Term, in years	4 years 9 months 7 days
Volatility	77.00%
Risk-free rate	4.32%
Dividend yield	0.00%
Call option value	$ 0.2
December Common Warrants (5yr)[Member] \| December RDO Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	0.43
Exercise price	$ 0.65
Term, in years	4 years 11 months 12 days
Volatility	76.00%
Risk-free rate	4.33%
Dividend yield	0.00%
Call option value	$ 0.24
December Common Warrants (2.5yr) [Member] \| December RDO Common Warrants [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Equity value	0.43
Exercise price	$ 0.65
Term, in years	2 years 5 months 12 days
Volatility	95.00%
Risk-free rate	4.21%
Dividend yield	0.00%
Call option value	$ 0.2

Net Loss Per Share (Tables)

12 Months Ended

Dec. 31, 2024

Earnings Per Share [Abstract]

Schedule of the reconciliation of basic and diluted loss per share

The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2024 and 2023 (in thousands except per share data):


	Year Ended December 31,
	2024			2023
Net loss	$	(72,807	)	$	(114,331	)
Premium on redemption of Series A Preferred Stock		—			(52,645	)

Net loss for basic loss per share available to common stockholders	$	(72,807	)	$	(166,976	)

Reversal of mark-to-market adjustment for liability classified warrants		(8,895	)		—

Net loss for diluted loss per share available to common stockholders	$	(81,702	)	$	(166,976	)

Weighted average number of shares outstanding		124,636			130,298
Weighted average common stock warrants exercisable for nominal consideration		6,500			—

Weighted average number of shares, basic		131,136			130,298
Effect of dilutive securities		2,939			—

Weighted average number of shares, diluted		134,075			130,298
Loss per share
Basic	$	(0.56	)	$	(1.28	)
Diluted	$	(0.61	)	$	(1.28	)

Schedule of potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share


	December 31,		December 31,
	2024		2023
Stock options		35,985,182		33,123,798
Public Warrants		5,467,692		6,854,309
February 2024 BDO Firm Warrants		3,803,447		—
April 2024 RDO Placement Agent Warrants		1,200,000		—
Retainer Shares		14,000,000		4,000,000
Private Warrants		1,000,000		3,613,383
February 2024 BDO Representative Warrants		470,588		—
Shares Issuable pursuant to the ESPP		77,167		29,806
Shares issuable under the SIPA		300,000		—
Convertible Debentures		—		546,921
October 2024 Placement Agent Warrants		3,669,724		—
December 2024 RDO Common Warrants		57,512,958		—
StockBlock Warrants		4,601,036		—
Shares issuable under Tranche B Notes		40,551,607		—

Total		168,639,401		48,168,217

Consolidated Balance Sheets (Parentheticals) - $ / shares	Dec. 31, 2024	Dec. 31, 2023
Preferred Stock, par value	$ 0.0001	$ 0.0001
Preferred stock, shares authorized	45,000,000	45,000,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, shares authorized	740,000,000	740,000,000
Common stock, shares issued	243,312,885	160,084,250
Common stock, shares outstanding	183,244,300	100,015,665
Treasury stock shares	60,068,585	60,068,585
Series A Preferred Stock [Member]
Preferred stock, shares issued	29,057,097	29,057,097
Preferred stock, shares outstanding	29,057,097	29,057,097
Series 1 Preferred Stock [Member]
Preferred stock, shares authorized		0
Preferred stock, shares issued		0
Preferred stock, shares outstanding		0
Preferred stock dividend shares	5,000,000

Stock Incentive and Employee Benefit Plans - Schedule of estimate stock-based compensation on the date of grant for stock options and ESPP (Details)	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%	0.00%
Expected stock -price volatility	109.00%	76.00%
Term of options	2 years 10 months 9 days	3 years 10 months 9 days
Black-Scholes Option Pricing Method [Member] \| Stock Option [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Black-Scholes Option Pricing Method [Member] \| Stock Option [Member] \| Minimum
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock -price volatility	72.00%
Risk-free interest rate, minimum	3.79%
Term of options	3 years
Black-Scholes Option Pricing Method [Member] \| Stock Option [Member] \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected stock -price volatility	119.08%
Risk-free interest rate, maximum	4.71%
Term of options	6 years 3 months 18 days
Black-Scholes Option Pricing Method [Member] \| Employee Stock Purchase Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Expected dividend yield	0.00%
Expected stock -price volatility	129.30%
Risk-free interest rate, maximum	5.39%
Term of options	6 months

Goodwill and Intangible Assets

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

6. Goodwill and Intangible Assets

As of December 31, 2024 and 2023, the Company had recorded goodwill of $13.5 million. No goodwill impairment was recognized for the years ended December 31, 2024 and 2023.

Amortization of the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives, ranging from 6.8 to 13.0 years. A summary of the Company’s identifiable intangible assets as of December 31, 2024 and 2023 is as follows (in thousands):


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Intangibles, net
Patent rights	$	32,630	$	17,770	$	14,860
Acquired technology		21,940		9,143		12,797
Acquired licenses		5,711		915		4,796
Assembled workforce		500		500		—

Total intangible assets	$	60,781	$	28,328	$	32,453


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Intangibles, net
Patent rights	$	32,630	$	15,591	$	17,039
Acquired technology		21,940		7,679		14,261
Acquired licenses		5,711		551		5,160
Assembled workforce		500		475		25

Total intangible assets	$	60,781	$	24,296	$	36,485

As of December 31, 2024, the weighted average remaining life for identifiable intangible assets was 8.5 years. Aggregate amortization expense was $4.0 million and $4.1 million for the years ended December 31, 2024 and 2023, respectively. Patent rights, acquired technology and acquired licenses are amortized over a

15-year

period. Assembled workforce is amortized over a five-year period.

Estimated future amortization expense related to intangible assets as of December 31, 2024 is as follows (in thousands):


	Amount
2025	$	4,006
2026		4,006
2027		4,006
2028		4,006
2029		4,006
Thereafter		12,423

Total	$	32,453

Debt (Additional Information) (Details) - USD ($)																12 Months Ended
Debt (Additional Information) (Details) - USD ($)	Jan. 21, 2025	Jan. 02, 2025	Dec. 21, 2024	Oct. 08, 2024	Sep. 23, 2024	Sep. 17, 2024	Jul. 16, 2024	Jun. 30, 2024	Jun. 11, 2024	Sep. 30, 2023	Sep. 21, 2023	Jul. 01, 2023	Jun. 27, 2023	Apr. 30, 2023	Mar. 21, 2023	Dec. 31, 2026	Dec. 31, 2025	Dec. 31, 2024	Dec. 31, 2023	Oct. 31, 2024	Sep. 20, 2024	Jun. 18, 2024	Feb. 29, 2024	Oct. 11, 2023	Sep. 25, 2023
Debt Instrument [Line Items]
Principle amount of issued debt														$ 25,000,000
Loan									$ 100,000,000
Non-Refundable Deposit Amount									$ 10,000,000
Warrant Exercise Price							$ 1.2		$ 1.2
Commitment Amount									$ 85,000,000
Company Receives The FSF Deposit Period									70 days
Repurchase of warrants																		$ 300,000	$ 0
Common Warrants Purchase																		250,000
Endeavor for Liquidated Damages																		$ 20,000,000
Repayment of debt prinnciple installment																		64,200,000	$ 5,000,000
Net cash proceeds for direct offering																		$ 7,000,000
Servicing Liability, Fair Value, Change in Fair Value, Other, Statement of Income or Comprehensive Income [Extensible Enumeration]																		Operating Costs and Expenses
Fair Value of the Fee Warrant																		$ 300,000
Debt Instrument Redemption																		The Company had the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount.
Common stock, shares issued									3,250,000									243,312,885	160,084,250			3,250,000			474,683
Payments of debt issuance costs																		$ 4,172,000	$ 380,000
Subsequent Event [Member]
Debt Instrument [Line Items]
Amortization payment		$ 1,100,000
Repayment of debt prinnciple installment																$ 19,500,000	$ 47,700,000
Maximum [Member]
Debt Instrument [Line Items]
Conversion Price																								$ 2
Debt conversion price																								2
Minimum [Member]
Debt Instrument [Line Items]
Conversion Price																								0.5
Debt conversion price																								$ 0.5
Oramed Note [Member]
Debt Instrument [Line Items]
Principle amount of issued debt								$ 10,000,000		$ 101,900,000
Repayment of debt prinnciple installment			$ 15,000,000
Net cash proceeds for direct offering																		9,578,835
Estimated fair value																		$ 12,200,000	104,100,000
Debt maturity date				Sep. 23, 2024
Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt															$ 25,000,000
Conversion Price															$ 8
Debt instrument, description																		The Yorkville SPA provided that the Convertible Debentures would be issued and sold at a purchase price equal to 96% of the applicable principal amount in three tranches as follows: (i) $10.0 million upon the signing of the Yorkville SPA, which was funded on March 21, 2023; (ii) $7.5 million upon the filing of a registration statement on Form S-1 with the SEC to register the resale by Yorkville of any shares of Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act of 1933, as amended (the “Securities Act”), which was funded on April 11, 2023; and (iii) $7.5 million at the time such registration statement was declared effective by the SEC, which was funded on April 20, 2023.
Debt instrument, interest rate															7.00%
Debt maturity date															Dec. 21, 2023			Mar. 15, 2024
Debt conversion price															$ 8
Debt Instrument Principal Amount, Percentage															5.00%
Debt payment terms																		The Company had the option to repay either (i) in cash, with premium equal to 5% in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement, or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company. In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts.
Convertible Debentures Issued Percent															96.00%
Redemption Premium																		10.00%
Securities Purchase Agreement [Member] \| First installment [Member]
Debt Instrument [Line Items]
Repayment of debt prinnciple installment											$ 5,000,000
Securities Purchase Agreement [Member] \| Second Installment [Member]
Debt Instrument [Line Items]
Repayment of debt prinnciple installment											15,000,000
Securities Purchase Agreement [Member] \| Third Installment [Member]
Debt Instrument [Line Items]
Repayment of debt prinnciple installment											20,000,000
Securities Purchase Agreement [Member] \| Oramed Note [Member]
Debt Instrument [Line Items]
Principle amount of issued debt											101,900,000
Debt instrument, description																		Interest under the Oramed Note accrues at a fluctuating per annum interest rate equal to the sum of (1) the greater of (x) 4% and (y) Term SOFR (as defined in the Oramed Note) and (2) 8.5%, payable in-kind on a monthly basis. Pursuant to the Oramed Note, since the outstanding principal of the Oramed Note was not repaid in full on or prior to March 21, 2024, an exit fee of approximately $3.1 million has been earned with respect to the Oramed Note, which shall be due and payable on the date the outstanding principal amount of the Oramed Note is paid in full. Upon the occurrence and during the continuance of an event of default under the Oramed Note, holders of more than 50% of the aggregate unpaid principal amount of the Oramed Notes may elect to accrue interest at a default rate equal to the lesser of (i) Term SOFR plus 15% or (ii) the maximum rate permitted under applicable law. Voluntary prepayments made before the one-year anniversary of the closing date of the Scilex-Oramed SPA must include a make-whole amount equal to 50% of the additional interest that would accrue on the principal amount so prepaid from the date of such prepayment through and including the maturity date. If the Oramed Note is accelerated upon an event of default, repayment is required at a mandatory default rate of 125% of the principal amount (together with 100% of accrued and unpaid interest thereon and all other amounts due in respect of the Oramed Note). The Oramed Note contains mandatory prepayment provisions requiring use of 70% of net cash proceeds from any Cash Sweep Financing (as defined in the Oramed Note) or advances under the ELOCs (as defined in the Oramed Note) to prepay the outstanding principal after the earlier of April 1, 2024 or full repayment of Acceptable Indebtedness (as defined in the Oramed Note). Following each of the April 2024 RDO (as defined below and as described under Note 9), the receipt of the FSF Deposit (as described below) and the sale of shares of Common Stock pursuant to the ATM Sales Agreement, the Company made a mandatory prepayment of $9,578,835, $7,000,000 and $1,760,796, respectively, to Oramed, which equals 70% of the net cash proceeds the Company received from the April 2024 RDO, the FSF Deposit and sale of shares of Common Stock pursuant to the ATM Sales Agreement. Given such payment was not a voluntary prepayment, such prepayment did not trigger the make-whole amount under the Oramed Note.
Estimated fair value																		$ 12,200,000
Debt Repayment Exit Fee											$ 3,100,000
Debt instrument, interest rate											4.00%
Debt maturity date											Mar. 21, 2025
Debt instrument, owned, percentage											50.00%
Debt instrument, default interest rate											15.00%
Debt instrument, percentage of interest accrued on principal amount											50.00%
Debt repayment, percentage of mandatory default rate of principal amount											125.00%
Debt repayment, percentage of mandatory default rate of accrued and unpaid interest											100.00%
Percentage of usage of cash proceeds from cash sweep financing											70.00%
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| Monthly Basis [Member]
Debt Instrument [Line Items]
Debt instrument, interest rate											8.50%
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| First installment [Member]
Debt Instrument [Line Items]
Debt maturity date											Mar. 21, 2025
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| Second Installment [Member]
Debt Instrument [Line Items]
Debt maturity date											Dec. 21, 2023
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| Third Installment [Member]
Debt Instrument [Line Items]
Debt maturity date											Mar. 21, 2024
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| Fourth Installment [Member]
Debt Instrument [Line Items]
Debt maturity date											Jun. 21, 2024
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| Five Installment [Member]
Debt Instrument [Line Items]
Debt maturity date											Sep. 21, 2024
Securities Purchase Agreement [Member] \| Oramed Note [Member] \| Six Installment [Member]
Debt Instrument [Line Items]
Debt maturity date											Dec. 21, 2024
Satisfaction Agreement [Member]
Debt Instrument [Line Items]
Related Party Transaction, Amounts of Transaction						$ 13,200,000												13,200,000
Tranche One \| Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt															$ 10,000,000
Tranche Two \| Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt															7,500,000
Tranche Three \| Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Principle amount of issued debt															$ 7,500,000
Tranche B Notes
Debt Instrument [Line Items]
Common stock, shares issued				2,197,802																3,669,724
A&R Yorkville Purchase Agreement
Debt Instrument [Line Items]
Principle amount of issued debt														15,000,000
Net cash proceeds														$ 14,400,000
Convertible Debentures Repaid																		$ 4,400,000
Common Stock at a conversion price																		$ 8
Outstanding debt instrument																		$ 7,700,000
Change in fair value																		35,000	$ 700,000
Outstanding principal amount																		$ 5,000,000
Common stock, shares issued																		632,431
ATM Sales Agreement
Debt Instrument [Line Items]
Net cash proceeds for direct offering																		$ 1,760,796
Common stock, shares issued																		2,764,187	0
Oramed Letter Agreement \| Oramed Note [Member]
Debt Instrument [Line Items]
Date of Maturity Start																		Sep. 23, 2024
Maturity Date End																		Sep. 30, 2024
Payment to Oramed																					$ 2,000,000
Repurchase of warrants					$ 300,000
Common Warrants Purchase					4,000,000
Amortization payment					$ 1,700,000
Debt maturity date					Mar. 21, 2025
Oramed Letter Agreement \| Oramed Note [Member] \| Subsequent Event [Member]
Debt Instrument [Line Items]
Date of Maturity Start	Mar. 21, 2025
Maturity Date End	Dec. 31, 2025
Oramed Letter Agreement \| Oramed Note [Member] \| Maximum [Member]
Debt Instrument [Line Items]
Amortization payment																		$ 20,000,000
Oramed Letter Agreement \| Oramed Note [Member] \| Minimum [Member]
Debt Instrument [Line Items]
Amortization payment																		0
Rodman & Renshaw LLC [Member]
Debt Instrument [Line Items]
Common Warrants Purchase																							5,882,353
Scilex Pharma [Member] \| Royalty Purchase Agreement [Member]
Debt Instrument [Line Items]
Federal funds purchased, average rate paid				8.00%
Initial Closing [Member]
Debt Instrument [Line Items]
Non-Refundable Deposit Amount									$ 85,000,000
Company receives the FSF Deposit									$ 15,000,000
Common Warrants Purchase									24,375,000
Second Closing [Member]
Debt Instrument [Line Items]
Common Warrants Purchase									4,875,000
Revolving Credit Facility [Member]
Debt Instrument [Line Items]
Principle amount of issued debt																		$ 75,000,000
Termination fees																		0.50%
Facility cap maximum													95.00%
Facility cap minimum													85.00%
Outstanding debt instrument													$ 250,000
Cash on hand																		$ 1,000,000
Outstanding principal amount																			$ 17,000,000
Accounts receivable revolving loan facility in an aggregate amount											$ 30,000,000		$ 30,000,000
Line Of Credit Facility Interest Rate												1.50%
Senior Secured Convertible Notes [Member]
Debt Instrument [Line Items]
Debt Instrument, Periodic Payment				$ 12,500,000
Senior Secured Convertible Notes [Member] \| October Common Warrants [Member]
Debt Instrument [Line Items]
Warrants exercised price				$ 1.09
Warrant, exercise price, decrease				1.04
Senior Secured Convertible Notes [Member] \| Securities Purchase Agreement [Member]
Debt Instrument [Line Items]
Conversion Price				1.09
Decrease in common stock at a conversion price				$ 1.04
Proceeds received from purchase agreement				$ 50,000,000
Loss in changes in fair value																		2,600,000
Debt conversion price				$ 1.09
Purchase price for the purchased receivables				$ 5,000,000
Senior Secured Convertible Notes [Member] \| Investor Agreement [Member] \| October Common Warrants [Member]
Debt Instrument [Line Items]
Common stock, shares issued				3,750,000
Senior Secured Convertible Notes [Member] \| Royalty Purchase Agreement [Member]
Debt Instrument [Line Items]
Purchased Revenue Liability																		6,800,000
Payments of debt issuance costs																		$ 200,000
Senior Secured Convertible Notes [Member] \| Common Stock [Member] \| Securities Purchase Agreement [Member] \| October Common Warrants [Member]
Debt Instrument [Line Items]
Aggregate purchase of private placement warrants (in Shares)				7,500,000
Senior Secured Convertible Notes [Member] \| Common Stock [Member] \| Investor Agreement [Member]
Debt Instrument [Line Items]
Debt Instrument Repurchased Face Amount				$ 22,500,000
Senior Secured Convertible Notes [Member] \| Oramed [Member] \| Securities Purchase Agreement [Member] \| Principal Balance [Member]
Debt Instrument [Line Items]
Reduction of the principal balance				$ 22,500,000
Senior Secured Convertible Notes [Member] \| Oramed [Member] \| Investor Agreement [Member] \| October Common Warrants [Member]
Debt Instrument [Line Items]
Common stock, shares issued				3,750,000
Senior Secured Convertible Notes [Member] \| Oramed [Member] \| Royalty Purchase Agreement [Member]
Debt Instrument [Line Items]
Amount paid for purchased receivables				$ 2,500,000
Amount extinguished and reduced				2,500,000
Senior Secured Convertible Notes [Member] \| Scilex Pharma [Member] \| Royalty Purchase Agreement [Member]
Debt Instrument [Line Items]
Purchase price for the purchased receivables				5,000,000
PaidToRoyaltyInvestors				$ 2,500,000

Shareholders' Deficit (Additional Information) (Details)											12 Months Ended
	Dec. 26, 2024 USD ($)	Dec. 11, 2024 USD ($) $ / shares shares	Oct. 27, 2024 USD ($) Days $ / shares shares	Sep. 20, 2024 USD ($)	Apr. 23, 2024 USD ($) $ / shares shares	Feb. 29, 2024 $ / shares shares	Dec. 22, 2023 shares	Sep. 21, 2023 USD ($)	Aug. 31, 2023 USD ($)	Nov. 17, 2022 USD ($)	Dec. 31, 2024 USD ($) $ / shares shares	Dec. 31, 2023 USD ($) shares	Jun. 18, 2024 shares	Jun. 11, 2024 shares	Sep. 25, 2023 shares
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued											243,312,885	160,084,250	3,250,000	3,250,000	474,683
Share price \| $ / shares											$ 18
Warrants outstanding											5,467,692	6,854,309
Treasury Stock Common Shares Outstanding											60,068,585	60,068,585
Shares issued, shares											250,000
Proceeds from issuance of shares under direct offerings \| $											$ 41,967,000	$ 0
Payment made to Investor \| $											8,650,000
Common Stock Issued \| $											24,000	16,000
Company repurchased \| $											$ 300,000	$ 0
Preferred stock, shares authorized											45,000,000	45,000,000
Common Warrants Purchase											250,000
Combined Price Paid Of Warrant \| $ / shares						$ 1.564
Additional Paid-in Capital \| $											$ 454,591,000	$ 407,813,000
Clearing Expenses \| $					$ 15,950
Series A Preferred Stock [Member]
Shareholders' Equity (Details) [Line Items]
Preferred stock, shares outstanding											29,057,097	29,057,097
Preferred stock, shares issued											29,057,097	29,057,097
Preferred Stock Member
Shareholders' Equity (Details) [Line Items]
Preferred stock, shares issued											45,000,000
Series 1 Preferred Stock [Member]
Shareholders' Equity (Details) [Line Items]
Preferred stock, shares outstanding												0
Preferred stock, shares authorized												0
Preferred stock, shares issued												0
Preferred Stock Dividends, Shares			5,000,000
Preferred Stock, Dividends Per Share, Declared \| $ / shares			$ 0.0001
Conversion of Stock, Amount Converted \| $			$ 200,000,000
Trading Days \| Days			10
Series 1 Preferred Stock [Member] \| Maximum [Member]
Shareholders' Equity (Details) [Line Items]
Trading Days \| Days			15
Hudson Bay [Member]
Shareholders' Equity (Details) [Line Items]
Proceeds from issuance of shares under direct offerings \| $									$ 118,600,000
Common Stock Issued \| $											$ 500,000
Rodman & Renshaw LLC
Shareholders' Equity (Details) [Line Items]
Common stock sold						5,882,353
Common Warrants Purchase						5,882,353
Public Offering Price \| $ / shares						$ 1.7
Exercise Price Of Warrant \| $ / shares						1.7
Cove Lane [Member]
Shareholders' Equity (Details) [Line Items]
Common Stock Issued \| $											$ 300,000
A R Yorkville Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued											632,431
Purchase of stock, percentage											98.00%
Common stock sold											96,982	11,552,074
Proceeds from sale of common stock \| $											$ 200,000	$ 32,300,000
Right to sell maximum number of common stock shares \| $										$ 500,000,000	$ 500,000,000
A R Yorkville Purchase Agreement [Member] \| Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Shares issued, shares											250,000
B. Riley Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock, shares issued											250,000
Purchase of stock, percentage											98.00%
Common stock sold												1,414,554
Proceeds from sale of common stock \| $												$ 3,200,000
Right to sell maximum number of common stock shares \| $										$ 500,000,000
ATM Sales Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common stock sold											2,764,187	0
Proceeds from sale of common stock \| $											$ 2,700,000
Proceeds from sale of common shares percentage											3.00%
ATM Sales Agreement [Member] \| Maximum [Member]
Shareholders' Equity (Details) [Line Items]
Number sale of common stock shares							170,000,000
Representative Warrants Outstanding[Member]
Shareholders' Equity (Details) [Line Items]
Warrants outstanding											470,588
Representative Warrants Outstanding[Member] \| Other Noncurrent Liabilities [Member]
Shareholders' Equity (Details) [Line Items]
Additional Paid-in Capital \| $											$ 300,000
Registered Direct Offering [Member]
Shareholders' Equity (Details) [Line Items]
Warrants outstanding											15,000,000
Exercise Price Of Warrant \| $ / shares					$ 1.1
Proceeds from Warrant Exercises \| $	$ 200,000
Registered Direct Offering [Member] \| Securities Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Aggregate gross proceeds from offering \| $					$ 15,000,000
Registered Direct Offering [Member] \| Securities Purchase Agreement [Member] \| Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Shares issued, shares		26,355,347			15,000,000
Warrants [Member]
Shareholders' Equity (Details) [Line Items]
Price per share \| $ / shares						$ 2.125
Common Warrants Purchase						882,352
Common stock shares reserved for future issuance						470,588
Combined public offering price						125.00%
Warrants [Member] \| Warrant Transfer Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Price per share \| $ / shares											$ 0.01
Warrants outstanding											1,000,000	3,613,383
Warrants [Member] \| Registered Direct Offering [Member] \| Securities Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Proceeds from Warrant Exercises \| $		$ 17,000,000
Public Warrants Purchase Common Stock[Member]
Shareholders' Equity (Details) [Line Items]
Price per share \| $ / shares											$ 11.5
Senior Notes [Member]
Shareholders' Equity (Details) [Line Items]
Legal fees and expenses \| $								$ 12,300,000
Closing Penny Warrant [Member] \| Senior Notes [Member]
Shareholders' Equity (Details) [Line Items]
Issue of warrants						882,352
Common Warrants [Member] \| Securities Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Aggregate purchase of private placement warrants (in Shares)					15,000,000
Common Warrants [Member] \| Securities Purchase Agreement [Member] \| Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Price per share (in Dollars per share) \| $ / shares		$ 0.59			$ 1
Common Warrants [Member] \| Firm Warrants
Shareholders' Equity (Details) [Line Items]
Warrants outstanding											3,803,447
Common Warrants [Member] \| Firm Warrants \| Securities Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Common Warrants Purchase		1,764,706
Exercise Price Of Warrant \| $ / shares		$ 0.59
Proceeds from Warrant Exercises \| $											$ 1,600,000
Number of warrants exercised											2,078,906
Common Warrants [Member] \| Registered Direct Offering [Member]
Shareholders' Equity (Details) [Line Items]
Warrants outstanding											57,512,958
Aggregate purchase of private placement warrants (in Shares)		57,512,958
Common Warrants [Member] \| Registered Direct Offering [Member] \| Securities Purchase Agreement [Member]
Shareholders' Equity (Details) [Line Items]
Pre-funded warrants to purchase		2,401,132
Common Warrants [Member] \| Registered Direct Offering [Member] \| Securities Purchase Agreement [Member] \| Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Pre funded warrant per share \| $ / shares		$ 0.5899
Placement Agent Warrants
Shareholders' Equity (Details) [Line Items]
Warrants outstanding											1,200,000
Cash Fee Percentage of Gross Proceeds Paid to Placement Agents					8.00%
Legal fees and expenses \| $					$ 100,000
Placement Agent Warrants \| Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Percent of Total Number of Shares issued to Agents in the Offering					8.00%
Placement Agent Warrants \| Other Noncurrent Liabilities [Member]
Shareholders' Equity (Details) [Line Items]
Additional Paid-in Capital \| $					$ 600,000
Placement Agent Warrants \| Registered Direct Offering [Member]
Shareholders' Equity (Details) [Line Items]
Warrants outstanding											4,601,036
Exercise Price Of Warrant \| $ / shares					$ 1.25
Additional Paid-in Capital \| $	$ 1,300,000
Percent of Combined Offering Exercise Price Per Share					125.00%
Placement Agent Warrants \| Registered Direct Offering [Member] \| Common Stock [Member]
Shareholders' Equity (Details) [Line Items]
Aggregate purchase of private placement warrants (in Shares)					1,200,000
Treasury Stock [Member]
Shareholders' Equity (Details) [Line Items]
Treasury Stock Common Shares Outstanding											60,068,585	60,068,585
SPAC Warrants [Member]
Shareholders' Equity (Details) [Line Items]
Company repurchased \| $				$ 4,000,000

Nature of Operations and Basis of Presentation (Tables)

12 Months Ended

Dec. 31, 2024

Cash and Cash Equivalents [Abstract]

Schedule of Cash and Cash Equivalents [Table Text Block]

The following table provides a reconciliation of cash, cash equivalents and restricted cash reported within the consolidated balance sheets that together reflect the same amounts shown in the consolidated statements of cash flows (in thousands):


	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	3,272	$	3,921
Restricted cash		—		808

Total cash, cash equivalents, and restricted cash	$	3,272	$	4,729

Net Loss Per Share - potentially dilutive outstanding securities were excluded from the computation of diluted net loss per share (Details) - shares	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	168,639,401	48,168,217
Stock Options
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	35,985,182	33,123,798
Public Warrants
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	5,467,692	6,854,309
February 2024 BDO Firm Warrant
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	3,803,447	0
April 2024 RDO Placement Agent Warrants
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	1,200,000	0
Retainer Shares
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	14,000,000	4,000,000
Private Warrants
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	1,000,000	3,613,383
February 2024 BDO Representative Warrants
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	470,588	0
Shares Issuable pursuant to the ESPP
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	77,167	29,806
Shares issuable under the SIPA
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	300,000	0
Convertible Debentures
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	0	546,921
October 2024 Placement Agent Warrants [Member]
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	3,669,724	0
December 2024 RDO Common Warrants [Member]
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	57,512,958	0
StockBlock Warrants
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	4,601,036	0
Shares issuable under Tranche B Notes
AntidilutiveSecuritiesExcludedFromComputationOfEarningsPerShareAmount	40,551,607	0

Condensed Consolidated Statements of Stockholders' (Deficit) / Equity - USD ($) $ in Thousands	Total	Preferred Stock Member	Common Stock [Member]	Additional Paid-in Capital	Accumulated Other Comprehensive Income	Accumulated Deficit	Treasury Stock
Balance (in shares) at Dec. 31, 2022		29,057,000	141,349,000				0
Balance at Dec. 31, 2022	$ 36,239	$ 3	$ 14	$ 412,136	$ 0	$ (375,914)	$ 0
Shares issued under the Standby Equity Purchase Agreements (in shares)			13,218,000
Shares issued under the Standby Equity Purchase Agreements	34,257		$ 1	34,256
Disbursement of funds to Sorrento Amount	(20,000)			(20,000)
Repurchase of Treasury Stock, Preferred Stock, and warrants, (in shares)							(60,069,000)
Repurchase of Treasury Stock, Preferred Stock, and warrants	(143,721)	(3)		(53,196)			$ (90,522)
Issuance of penny warrants	10,401			10,401
Issuance of common stock in connection with Settlement Agreement, (in shares)			475,000
Issuance of common stock in connection with Settlement Agreement	750			750
Conversion of convertible debentures into common stock, (in shares)			632,000
Conversion of convertible debentures into common stock	7,735			7,735
Retainer shares issued (in shares)			4,000,000
Retainer shares issued	1		$ 1
Issuance of common stock upon warrants exercise, (in shares)			45,000
Issuance of common stock upon warrants exercise	521			521
Stock options exercised (in shares)			365,000
Stock options exercised	614			614
Stock-based compensation	14,596			14,596
Net loss	(114,331)					(114,331)
Placement Agent Shares and October 2024 Placement Agent Warrants	0
Conversion of Tranche B Notes into common stock	0
StockBlock Warrants issued in connection with the December 2024 RDO	0
Other comprehensive income	0
Balance at Dec. 31, 2023	(172,938)	$ 0	$ 16	407,813	0	(490,245)	$ (90,522)
Balance (in shares) at Dec. 31, 2023		29,057,000	160,084,000				(60,069,000)
Retainer shares issued (in shares)			10,000,000
Retainer shares issued	1		$ 1
Issuance of common stock upon warrants exercise, (in shares)			11,230,000
Issuance of common stock upon warrants exercise	$ 2,311		$ 1	2,310
Stock options exercised (in shares)	154		154,000
Stock options exercised	$ 227			227
Stock-based compensation	15,689			15,689
Net loss	(72,807)					(72,807)
Shares issued under the Standby Equity Purchase Agreements and under the ATM Sales Agreement, Value	2,671			2,671
Shares issued under the Standby Equity Purchase Agreements and under the ATM Sales Agreement, Share			2,861,000
Shares issued under the February 2024 BDO, Shares			5,882,000
Shares issued under the February 2024 BDO	3,769		$ 1	3,768
Shares issued under the April 2024 RDO, shares			15,000,000
Shares issued under the April 2024 RDO	5,919		$ 1	5,918
April 2024 RDO Placement Agent Warrants and February 2024 BDO Representative Warrants	956			956
Fee Warrant issued in connection with the Commitment Letter	310			310
Repurchase of warrants	(298)			(298)
Common stock issuable under the SIPA	345			345
Placement Agent Shares and October 2024 Placement Agent Warrants, Shares			2,197,000
Placement Agent Shares and October 2024 Placement Agent Warrants	3,792			3,792
Conversion of Tranche B Notes into common stock, Shares			9,215,000
Conversion of Tranche B Notes into common stock	9,256		$ 1	9,255
Shares issued under December 2024 RDO, Shares			26,355,000
Shares issued under December 2024 RDO, Value	328		$ 3	325
StockBlock Warrants issued in connection with the December 2024 RDO	1,265			1,265
Stock dividend declared, not yet distributed, Shares		5,000
Stock dividend declared, not yet distributed		$ 1		(1)
Shares issued under ESPP, shares			334,000
Shares issued under ESPP	246			246
Other comprehensive income	6,317				6,317
Balance at Dec. 31, 2024	$ (192,641)	$ 1	$ 24	$ 454,591	$ 6,317	$ (563,052)	$ (90,522)
Balance (in shares) at Dec. 31, 2024		34,057	243,312,000				(60,069,000)

Balance Sheet Components - Schedule of Acrcued expenses - Details (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Abstract]
Accrued professional service fees	$ 667	$ 2,029
Accrued sales and marketing costs	876	1,601
Accrued research and development costs	315	1,546
Accrued tax payable	876	1,452
Accrued litigation expenses	0	500
Accrued others	107	280
Accrued expenses	$ 2,841	$ 7,408

Balance Sheet Components (Tables)

12 Months Ended

Dec. 31, 2024

Property, Plant and Equipment [Abstract]

Schedule of Property and equipment

Property and equipment, net, consists of the following (in thousands):


	December 31, 2024			December 31, 2023
Construction in progress	$	689		$	689
Furniture		17			5
Computers and equipment		16			36
Leasehold improvements		50			50

Property and equipment, gross		772			780
Less: Accumulated depreciation		(64	)		(58	)

Property and equipment, net	$	708		$	722

Accrued Expenses

Accrued expenses consists of the following (in thousands):


	December 31, 2024		December 31, 2023
Accrued professional service fees	$	667	$	2,029
Accrued sales and marketing costs		876		1,601
Accrued research and development costs		315		1,546
Accrued tax payable		876		1,452
Accrued litigation expenses		—		500
Accrued others		107		280

Accrued expenses	$	2,841	$	7,408

Income Taxes - Schedule of Components of Benefit for Income Taxes (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Current Federal, State and Local, Tax Expense (Benefit) [Abstract]
Federal	$ 0	$ 0
State	(1)	13
Total current	(1)	13
Deferred income tax benefit:
Federal	(16,279)	(16,514)
State	(2,803)	(11,247)
Total deferred	(19,082)	(27,761)
Changes in tax rate	2,155	(1,471)
Changes in valuation allowance	16,927	29,232
Total	$ (1)	$ 13

Stock Incentive and Employee Benefit Plans (Additional Information) (Details) - USD ($)			1 Months Ended	12 Months Ended
	Jul. 01, 2023	Feb. 13, 2023	Oct. 31, 2022	Dec. 31, 2024	Dec. 31, 2023	Jan. 17, 2023
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock				35,985	33,124
Options granted weighted-average grant date fair value				$ 0.67	$ 3.24
Total intrinsic value of option exercise				$ 47,300	$ 1,100,000
Stock-based compensation expenses				15,689,000	14,596,000
Unrecognized compensation cost related to unvested stock option grants				27,800,000
Employee benefit plan contributions by employer				600,000	500,000
Stock issued for services, shares	10,000,000	4,000,000
Accrued legal fees				$ 0
Weighted average period over grant				2 years 3 months 18 days
2022 Equity Incentive Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of option outstanding to purchase common stock				35,985,182
Common stock shares reserved for future issuance				20,208,843
Stock-based compensation expenses				$ 15,700,000	14,600,000
Semnur 2024 Stock Option Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance				40,000,000
2023 Inducement Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Number of shares available for grant						1,400,000
2022 Employee Stock Purchase Plan
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Share-Based Compensation Arrangement by Share-Based Payment Award, Discount from Market Price, Purchase Date			85.00%
Common stock shares reserved for future issuance				2,875,759
Stock-based compensation expenses				$ 242,800	$ 21,000
Shares issued under ESPP, shares				334,326	334,326
2022 Employee Stock Purchase Plan \| Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Common stock shares reserved for future issuance				4,476,601

Fair Value Measurements

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Fair Value Measurements

4. Fair Value Measurements

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands):


	December 31, 2024
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Oramed Note	$	12,161	$	—	$	—	$	12,161
Tranche B Notes		23,560		—		—		23,560
Purchased Revenue Liability		6,800		—		—		6,800
Derivative liabilities		18,303		—		—		18,303
Other long-term liabilities		155		—		—		155

Total liabilities measured at fair value	$	60,979	$	—	$	—	$	60,979


	December 31, 2023
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Oramed Note	$	104,089	$	—	$	—	$	104,089
Convertible Debentures		4,340		—		—		4,340
Derivative liabilities		1,518		—		—		1,518
Other long-term liabilities		179		—		—		179

Total liabilities measured at fair value	$	110,126	$	—	$	—	$	110,126

The Oramed Note

In September 2023, the Company issued a senior secured promissory note to Oramed in the principal amount of $101.9 million (the “Oramed Note”) (see Note 7). The Company elected the fair value option to account for the Oramed Note with any changes in the fair value of such note recorded in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. The Company uses a discounted cash flow model to determine the fair value of the Oramed Note based on Level 3 inputs. This methodology discounts the interest and principal payments using a risk-adjusted discount rate. The fair value as of December 31, 2024 and 2023 was determined to be $12.2 million and $104.1 million, respectively, by applying a discount rate of 128.82% and 13.05%, respectively. For the years ended December 31, 2024 and 2023, the Company recorded a loss of $3.6 million and $2.8 million in change in fair value of the Oramed Note, respectively. For the years ended December 31, 2024 and 2023, the change in fair value due to instrument-specific credit risk recorded as a component of other comprehensive income was $6.3 million and nil, respectively. During the year ended December 31, 2024 the Company reclassified $5.0 million from accumulated other comprehensive income to the consolidated statement of operations. This reclassification was related to the principal payments and partial conversion of the Oramed Note balance into the Tranche B Notes (see Note 7).

FSF Deposit

In June 2024, the Company received the FSF Deposit in the aggregate principal amount of $10.0 million from FSF Lender (see Note 2 and Note 7). The Company elected the fair value option to account for the FSF Deposit with any changes in the fair value of the deposit recorded in the consolidated statements of operations and comprehensive loss. For the year ended December 31, 2024, the Company recorded a loss of $4.7 million in change in fair value of the FSF Deposit in the consolidated statement of operations. In November 2024, the Company delivered the Additional Product to Endeavor and fully satisfied the remaining obligations in respect of the FSF Deposit. Upon the satisfaction of the FSF Deposit, the Deposit Warrant became a freestanding instrument under ASC 480 and was included in derivative liabilities on the Company’s consolidated balance sheet.

Tranche B Notes

In October 2024, the Company entered into the Tranche B Securities Purchase Agreement to issue and sell the Tranche B Notes in the principal amount of $50.0 million (see Note 7). The Company elected the fair value option to account for the Tranche B Notes with any changes in the fair value of such notes recorded in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. The Tranche B Notes are measured at fair value on a recurring basis using the Level 3 inputs. The Company uses the Binomial Lattice Model valuation technique to measure the fair value of the Tranche B Notes. The fair value as of December 31, 2024, was determined to be $23.6 million. For the year ended December 31, 2024, the Company recorded a gain of $6.6 million in change in fair value of the Tranche B Notes in the consolidated statement of operations.

Purchased Revenue Liability

In October 2024, the Company entered into the ZTlido Royalty Purchase Agreement with certain institutional investors (collectively, the “ZTlido Royalty Investors”) and Oramed (see Note 7). The Company elected the fair value option for the purchased revenue liability with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. The Company uses a Scenario-Based Method valuation technique to measure the fair value of the purchased revenue liability. The fair value as of December 31, 2024, was determined to be $6.8 million. For the year ended December 31, 2024, the Company recorded a loss of $0.9 million in change in fair value of the purchased revenue liability in the consolidated statement of operations.

Convertible Debentures

In March and April 2023, the Company issued the Convertible Debentures in the principal amount of $25.0 million (see Note 7). The Convertible Debentures were measured at fair value on a recurring basis using Level 3 inputs. The Company used the Binomial Lattice Model valuation technique to measure the fair value of the Convertible Debentures with any changes in the fair value of the Convertible Debentures recorded in the consolidated statements of operations and comprehensive loss. Interest expense related to the Convertible Debentures is included in the changes in fair value. For the years ended December 31, 2024 and 2023, the Company recorded a loss of $35.0 thousand and a loss of $4.4 million in change in fair value of the Convertible Debentures, respectively. The Company fully repaid the Convertible Debentures in March 2024.

Derivative Liabilities

The Company recorded a gain of $17.4 million for the year ended December 31, 2024, attributed to warrant liabilities consisting of the Private Warrants, the February 2024 BDO Firm Warrants, the April 2024 RDO Common Warrants, the October 2024 Noteholder Warrants, and December 2024 RDO Common Warrants (each

as defined below). The Company recorded a loss of $0.5 million for the year ended December 31, 2023, on derivative liabilities which was attributed to the Private Warrants that the Company assumed from Vickers in November 2022 in connection with the Business Combination (“Private Warrants”).

As of December 31, 2024, the following warrants to purchase Common Stock that are included in derivative liabilities were outstanding: 1,000,000 Private Warrants, 3,803,447 February 2024 BDO Firm Warrants, 15,000,000 April 2024 RDO Common Warrants, 3,250,000 Deposit Warrant, 7,500,000 October 2024 Noteholder Warrants and 57,512,958 December 2024 RDO Common Warrants. As of December 31, 2024, the fair value of derivative warrant liabilities related to these warrants was $18.3 million.

The following table includes a summary of the derivative liabilities measured at fair value during the years ended December 31, 2024 and 2023 (in thousands):


	Fair Value
Ending Balance as of December 31, 2022	$	1,231
Change in fair value measurement		512
Forfeiture of Private Warrants		(225	)

Ending Balance as of December 31, 2023		1,518
Issuance of February 2024 BDO Firm Warrants as part of February 2024 BDO, April 2024 RDO Common Warrants as part of April 2024 RDO, October 2024 Noteholder Warrants as part of Tranche B Notes, December 2024 RDO Common Warrants as part of December 2024 RDO, and December 2024 RDO Pre-Funded Warrants as part of December 2024 RDO		34,330
Reclass of Deposit Warrant liability upon satisfaction of FSF Deposit		1,690
Cancellation of Private Warrants as part of Oramed Letter Agreement		(445	)
Warrant amendment and exercise as part of December 2024 RDO		(428	)
Settlement of December 2024 RDO Pre-Funded Warrants		(984	)
Change in fair value measurement		(17,378	)

Ending Balance as of December 31, 2024	$	18,303

Warrant Liability Measurement

The derivative warrant liability was valued using the Black-Scholes option pricing model, which is considered to be Level 3 fair value measurement. The primary unobservable input utilized in determining the fair value of the warrant is the expected volatility of the Common Stock. The expected volatility assumption is based on the Company’s historical volatility, historical volatilities of comparable companies whose share prices are publicly

available as well as the implied volatility of the Public Warrants (see Note 9). A summary of the inputs used in valuing the derivative warrant liabilities is as follows:


	Private Warrants			February 2024 BDO Firm Warrants			April 2024 RDO Common Warrants			Deposit Warrant			October 2024 Noteholder Warrants			December 2024 RDO Common Warrants (5yr)			December 2024 RDO Common Warrants (2.5yr)
	December 31, 2024
Equity value	$	0.43		$	0.43		$	0.43		$	0.43		$	0.43		$	0.43		$	0.43
Exercise price	$	11.50		$	1.70		$	1.10		$	1.20		$	1.04		$	0.65		$	0.65
Term, in years		2.86			4.18			4.32			4.47			4.77			4.95			2.45
Volatility		109.0	%		81.0	%		80.0	%		73.0	%		77.0	%		76.0	%		95.0	%
Risk-free rate		4.22	%		4.29	%		4.30	%		4.30	%		4.32	%		4.33	%		4.21	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Call option value	$	0.21		$	0.15		$	0.19		$	0.16		$	0.20		$	0.24		$	0.20


	Private Warrants
	December 31, 2023
Equity value	$	2.04
Exercise price	$	11.50
Term, in years		3.86
Volatility		76.0	%
Risk-free rate		3.90	%
Dividend yield		0.0	%
Call option value	$	0.42

Contingent Consideration Related to

SP-104

Acquisition

The Development Milestone Payment related to the

SP-104

Assets represents an obligation to potentially settle a fixed value in a variable number of shares of Common Stock and requires remeasurement at fair value through settlement.

Upon the achievement of FDA approval for a new drug application for

SP-104,

the Company will transfer $3.0 million in cash or shares of Common Stock, at the discretion of the Company. The fair value of the contingent consideration liability associated with the Development Milestone Payment was estimated using a probability-weighted discounted cash flow method. Significant unobservable inputs assumptions included the likelihood of receiving FDA approval for

SP-104,

expected timing for receipt of FDA approval for

SP-104,

and a discount rate of 10.0%. As of December 31, 2024 and 2023, the fair value of contingent consideration related to the Development Milestone Payment was $0.2 million.

There were no transfers between fair value measurement levels during the years ended December 31, 2024 and 2023.

- Definition

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

+ References

Reference 1: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 107
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-107

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 100
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482078/820-10-55-100

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (c)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2E
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2E

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (f)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (e)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6A
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-6A

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 820
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482106/820-10-50-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 940
-SubTopic 820
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147478119/940-820-50-1

+ Details

Subsequent Events (Additional Information (Details)	Feb. 28, 2025 Days	Feb. 22, 2025 USD ($)	Jan. 02, 2025 USD ($) shares	Feb. 29, 2024 $ / shares shares	Jan. 21, 2025 shares	Dec. 31, 2024 shares	Dec. 31, 2023 shares	Oct. 11, 2023 $ / shares
Subsequent Event [Line Items]
Class of Warrant or Right, Outstanding						5,467,692	6,854,309
Common Warrants Purchase						250,000
Combined Price Paid Of Warrant \| $ / shares				$ 1.564
Maximum [Member]
Subsequent Event [Line Items]
Debt conversion price \| $ / shares								$ 2
Minimum
Subsequent Event [Line Items]
Debt conversion price \| $ / shares								$ 0.5
Rodman & Renshaw LLC
Subsequent Event [Line Items]
Common stock sold				5,882,353
Common Warrants Purchase				5,882,353
Public Offering Price \| $ / shares				$ 1.7
Exercise Price Of Warrant \| $ / shares				$ 1.7
ZTlido Rest of World License Agreement [Member] \| Forecast [Member]
Subsequent Event [Line Items]
Percentage of Lidocaine Topical System		1.80%
Aggregate Payment Of Company \| $		$ 200,000
ZTlido Rest of World License Agreement [Member] \| Forecast [Member] \| Scilex Pharma [Member]
Subsequent Event [Line Items]
Percentage of net revenue		50.00%
Gloperba-Elyxyb Royalty Purchase Agreement [Member] \| Forecast [Member]
Subsequent Event [Line Items]
Percentage of aggregate net sales	4.00%
No of calendar days \| Days	60
Gloperba Rest of World License Agreement [Member] \| Forecast [Member]
Subsequent Event [Line Items]
Percentage of net revenue	50.00%
Subsequent Event [Member]
Subsequent Event [Line Items]
Amortization payment \| $			$ 1,100,000
Royalty Agreement Description			The Term Sheet provides that the Company and the Tranche B Noteholders would enter into an agreement pursuant to which the Tranche B Noteholders shall collectively receive a 10 year, assignable, freely transferable, 4% royalty
Royalty Rate Percentage			4.00%
Subsequent Event [Member] \| Three i LP [Member]
Subsequent Event [Line Items]
Total Number of Shares Granted			500,000
Subsequent Event [Member] \| Scilex Pharma [Member]
Subsequent Event [Line Items]
Total Number of Shares Granted			5,000,000
Subsequent Event [Member] \| Oramed [Member]
Subsequent Event [Line Items]
Total Number of Shares Granted			2,500,000
Subsequent Event [Member] \| BPY Limited [Member]
Subsequent Event [Line Items]
Total Number of Shares Granted			720,000
Subsequent Event [Member] \| Nomis Bay Ltd [Member]
Subsequent Event [Line Items]
Total Number of Shares Granted			1,280,000
Subsequent Event [Member] \| Deferral and Consent Under Tranche B Senior Secured Convertible Note [Member]
Subsequent Event [Line Items]
Initial principal amount \| $			$ 6,250,000
Redemption Premium			100.00%
Subsequent Event [Member] \| Common Stock [Member]
Subsequent Event [Line Items]
Shares delivered					3,250,000

Stock Incentive and Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Schedule of Stock Options Outstanding Activity

The following table summarizes stock option activity during the year ended December 31, 2024 (shares in thousands):


	Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life, in years		Aggregate Intrinsic Value
Outstanding as of December 31, 2023		33,124		$	4.38		7.5	$	7,459
Granted		4,515		$	0.95
Exercised		(154	)	$	1.48
Forfeited/Cancelled		(1,500	)	$	4.59
Outstanding as of December 31, 2024		35,985		$	3.95		6.4	$	—

Vested and expected to vest as of December 31, 2024		35,985		$	3.95		6.4	$	—

Exercisable as of December 31, 2024		25,452		$	3.23		5.5	$	—

Schedule of estimate stock-based compensation on the date of grant for stock options and ESPP

The following assumptions were used in the Black-Scholes options pricing model to estimate stock-based compensation on the date of grant for stock options and ESPP:


	Year Ended December 31, 2024
Stock options:
Expected dividend yield		0.00%
Expected volatility		72.00%–119.08%
Risk-free interest rate		3.79%–4.71%
Term of options (in years)		3.0–6.3
Employee stock purchase plan:
Expected dividend yield		0.00%
Expected volatility		129.30%
Risk-free interest rate		5.39%
Expected life (in years)		0.50

Goodwill and Intangible Assets (Tables)

12 Months Ended

Dec. 31, 2024

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of identifiable intangible assets


	December 31, 2024
	Gross Carrying Amount		Accumulated Amortization		Intangibles, net
Patent rights	$	32,630	$	17,770	$	14,860
Acquired technology		21,940		9,143		12,797
Acquired licenses		5,711		915		4,796
Assembled workforce		500		500		—

Total intangible assets	$	60,781	$	28,328	$	32,453


	December 31, 2023
	Gross Carrying Amount		Accumulated Amortization		Intangibles, net
Patent rights	$	32,630	$	15,591	$	17,039
Acquired technology		21,940		7,679		14,261
Acquired licenses		5,711		551		5,160
Assembled workforce		500		475		25

Total intangible assets	$	60,781	$	24,296	$	36,485

Estimated future amortization expense related to intangible assets

Estimated future amortization expense related to intangible assets as of December 31, 2024 is as follows (in thousands):


	Amount
2025	$	4,006
2026		4,006
2027		4,006
2028		4,006
2029		4,006
Thereafter		12,423

Total	$	32,453

Debt

12 Months Ended

Dec. 31, 2024

Debt Disclosure [Abstract]

Debt

7. Debt

Convertible Debentures

On March 21, 2023, the Company entered into the Yorkville SPA, pursuant to which the Company would issue and sell to Yorkville Convertible Debentures in an aggregate principal amount of up to $25.0 million. The Yorkville SPA provided that the Convertible Debentures would be issued and sold at a purchase price equal to 96% of the applicable principal amount in three tranches as follows: (i) $10.0 million upon the signing of the Yorkville SPA, which was funded on March 21, 2023; (ii) $7.5 million upon the filing of a registration statement on Form

S-1

with the SEC to register the resale by Yorkville of any shares of Common Stock issuable upon conversion of the Convertible Debentures under the Securities Act of 1933, as amended (the “Securities Act”), which was funded on April 11, 2023; and (iii) $7.5 million at the time such registration statement was declared effective by the SEC, which was funded on April 20, 2023.

The Convertible Debentures bore interest at an annual rate of 7.00% and were initially set to mature on December 21, 2023. On October 11, 2023, the Company and Yorkville amended the Convertible Debentures. The Default Conversion Price (as defined therein) was originally set not to fall below $2.00 per share and such floor price has been amended to mean a price per share of Common Stock equal to 95% of the lowest daily VWAP (as defined therein) during the five consecutive trading days immediately preceding the conversion date, but not lower than $0.50 per share. The maturity date of the Convertible Debentures was also extended from December 21, 2023 to March 15, 2024. The outstanding principal amount was to be repaid in equal installments that are due every 30 days beginning on May 20, 2023, which is 60 days after the date on which the first Convertible Debenture was issued to Yorkville. The Convertible Debentures provided a conversion right, in which any portion of the outstanding and unpaid principal and any accrued but unpaid interest, may be converted into shares of Common Stock, at a conversion price of $8.00 per share at the option of the holder of the Convertible Debentures.

The Company had the option to repay either (i) in cash, with premium equal to 5% in respect of the principal amount of such payment, or (ii) by submitting a notice for an advance under the A&R Yorkville Purchase Agreement, or a series of advances thereunder, or any combination of (i) or (ii) as determined by the Company. In the case of (ii), the proceeds from the shares sold to Yorkville are applied against the outstanding amounts.

The Company had the right, but not the obligation, in its sole discretion, to redeem, upon five business days’ prior written notice to Yorkville (the “Redemption Notice”), all or any portion of the amounts outstanding under the Convertible Debentures; provided that the trading price of the Common Stock is less than the Conversion Price at the time of the Redemption Notice. The redemption amount shall be equal to the outstanding principal balance being redeemed by the Company, plus the redemption premium of 10% of the principal amount being redeemed, plus all accrued and unpaid interest in respect of such redeemed principal amount.

The Company elected the fair value option for the Convertible Debentures and recorded the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period. Pursuant to the Yorkville SPA, the Company issued additional Convertible Debentures in an aggregate

principal amount of $15.0 million in April 2023 for $14.4 million in net cash proceeds. In April 2023, Yorkville elected to convert $5.0 million of the outstanding principal and accrued interest of the first Convertible Debentures issued to Yorkville, resulting in the issuance of 632,431 shares of Common Stock at a conversion price of $8.00 per share and reducing the outstanding Convertible Debentures fair value balance by $7.7 million. The Company repaid $4.4 million of the Convertible Debentures during the year ended December 31, 2024.

Interest expense related to the Convertible Debentures and included in the changes in fair value

was $35.0 thousand and $0.7 million for the years ended December 31, 2024 and 2023, respectively.

The following table provides a summary of the changes in the balance and the estimated fair value of the Convertible Debentures (in thousands):


	December 31, 2024
Ending Balance as of December 31, 2023	$	4,340
Repayment of Convertible Debentures		(4,375	)
Change in fair value of Convertible Debentures		35

Ending Balance as of December 31, 2024	$	—

Revolving Facility

On June 27, 2023, Scilex Pharma entered into the eCapital Credit Agreement, pursuant to which the Lender shall make available the Revolving Facility in an aggregate principal amount of up to $30.0 million. The Facility Cap may, at the request of Scilex Pharma and with the consent of the Lender, be increased in increments of $250,000 at such time as the outstanding principal balance under the eCapital Credit Agreement equals or exceeds 95% of the then-existing Facility Cap. The amount available to Scilex Pharma under the Revolving Facility at any one time is the lesser of the Facility Cap and 85% of the Net Collectible Value of Eligible Receivables (each as defined therein) minus the amount of any reserves or adjustments against receivables required by the Lender, in its discretion.

Under the terms of the eCapital Credit Agreement, interest would accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.5%, based on a year consisting of 360 days, and which shall be payable by Scilex Pharma monthly in arrears, commencing July 1, 2023. The eCapital Credit Agreement provided for an early termination fee of 0.5% of the Facility Cap if Scilex Pharma voluntarily prepaid and terminated in full the Revolving Facility prior to the first anniversary of the closing of the Revolving Facility.

In connection with the eCapital Credit Agreement, Scilex Pharma and the Lender entered into blocked account control agreements with respect to Scilex Pharma’s collections and eCapital Credit Agreement funding accounts, which permitted the Lender to sweep all funds in the collections account to an account of the Lender for application to the outstanding amounts under the Revolving Facility, and to exercise customary secured party remedies with respect to the eCapital Credit Agreement funding account. All indebtedness incurred and outstanding under the eCapital Credit Agreement would be due and payable in full on July 1, 2026, unless the eCapital Credit Agreement was earlier terminated.

The eCapital Credit Agreement contained a financial covenant requiring Scilex Pharma to maintain cash on hand of at least $1.0 million at all times. Scilex Pharma’s obligations under the eCapital Credit Agreement were secured by a continuing security interest in Scilex Pharma’s accounts receivable, arising from customers in the ordinary course of business. The eCapital Credit Agreement contained customary events of default and also provided that an event of default included a change of control of Scilex Pharma and the failure by the Company to issue at least $75.0 million of debt or equity by September 30, 2023, which condition was satisfied by the issuance of the Oramed Note.

On September 21, 2023, Scilex Pharma signed a subordination agreement (the “Subordination Agreement”) with the Lender and Acquiom Agency Services LLC (the “Agent”). Pursuant to the Subordination Agreement, the

rights and interests of the Lender under the eCapital Credit Agreement would be secured by first priority liens on the ABL Priority Collateral (as defined therein). The ABL Priority Collateral consisted of all of the Company’s properties identified in the description of collateral in the

UCC-1

Financing Statement filed with the Delaware Secretary of State on June 27, 2023. The Agent’s rights and interests under the Subsidiary Guarantee, dated as of September 21, 2023, entered into by the Company and each of its subsidiaries with Oramed and the Agent (the “Subsidiary Guarantee”), would be secured by first priority liens on certain other collateral and second priority liens on the ABL Priority Collateral. The Subordination Agreement also included other standard interlender terms and requires that the Facility Cap (as defined therein) shall not exceed $30.0 million.

On October 8, 2024, Scilex Pharma paid off the outstanding amount of all obligations and indebtedness of Scilex Pharma owing to the Lender under the eCapital Credit Agreement. Accordingly, the eCapital Credit Agreement, the related Loan Documents (as defined in the eCapital Credit Agreement) and the Subordination Agreement were terminated, canceled and are of no further force and effect. As of December 31, 2024 and 2023, the outstanding balance under the Revolving Facility for Scilex Pharma was nil and $17.0 million, respectively, which was classified as a long-term liability in the consolidated balance sheet.

The Oramed Note

On September 21, 2023, the Company entered into a securities purchase agreement with Oramed (the “Scilex-Oramed SPA”), pursuant to which the Company issued the Oramed Note. The Oramed Note, which has a principal amount of $101.9 million, matures on March 21, 2025. It is payable in six principal installments, with the first installment of $5.0 million payable on December 21, 2023, the second installment in the principal amount of $15.0 million payable on March 21, 2024, the next three installments each in the principal amount of $20.0 million payable on each of June 21, 2024, September 21, 2024 and December 21, 2024 and the last installment in the entire remaining principal balance of the Oramed Note payable on March 21, 2025. Interest under the Oramed Note accrues at a fluctuating per annum interest rate equal to the sum of (1) the greater of (x) 4% and (y) Term SOFR (as defined in the Oramed Note) and (2) 8.5%, payable

in-kind

on a monthly basis. Pursuant to the Oramed Note, since the outstanding principal of the Oramed Note was not repaid in full on or prior to March 21, 2024, an exit fee of approximately $3.1 million has been earned with respect to the Oramed Note, which shall be due and payable on the date the outstanding principal amount of the Oramed Note is paid in full. Upon the occurrence and during the continuance of an event of default under the Oramed Note, holders of more than 50% of the aggregate unpaid principal amount of the Oramed Notes may elect to accrue interest at a default rate equal to the lesser of (i) Term SOFR plus 15% or (ii) the maximum rate permitted under applicable law. Voluntary prepayments made before the

one-year

anniversary of the closing date of the Scilex-Oramed SPA must include a make-whole amount equal to 50% of the additional interest that would accrue on the principal amount so prepaid from the date of such prepayment through and including the maturity date. If the Oramed Note is accelerated upon an event of default, repayment is required at a mandatory default rate of 125% of the principal amount (together with 100% of accrued and unpaid interest thereon and all other amounts due in respect of the Oramed Note). The Oramed Note contains mandatory prepayment provisions requiring use of 70% of net cash proceeds from any Cash Sweep Financing (as defined in the Oramed Note) or advances under the ELOCs (as defined in the Oramed Note) to prepay the outstanding principal after the earlier of April 1, 2024 or full repayment of Acceptable Indebtedness (as defined in the Oramed Note). Following each of the April 2024 RDO (as defined below and as described under Note 9), the receipt of the FSF Deposit (as described below) and the sale of shares of Common Stock pursuant to the ATM Sales Agreement, the Company made a mandatory prepayment of $9,578,835, $7,000,000 and $1,760,796, respectively, to Oramed, which equals 70% of the net cash proceeds the Company received from the April 2024 RDO, the FSF Deposit and sale of shares of Common Stock pursuant to the ATM Sales Agreement. Given such payment was not a voluntary prepayment, such prepayment did not trigger the make-whole amount under the Oramed Note.

The Oramed Note contains affirmative and negative covenants binding on the Company and its subsidiaries, which restrict, among other things, the Company and its subsidiaries from incurring indebtedness or liens, amending charter and organizational documents, repaying or repurchasing stock, repaying, repurchasing, or acquiring indebtedness, paying or declaring cash dividends, assigning, selling, transferring or otherwise disposing of assets, making or holding

investments, entering into transactions with affiliates, and entering into settlement agreements, in each case as more fully set forth in, and subject to certain qualifications and exceptions set forth in, the Oramed Note.

In connection with the Oramed Note, the Company and each of its subsidiaries (collectively, the “Guarantors”) entered into a security agreement (the “Security Agreement”) with Oramed (together with its successors and permitted assigns, the “Holder”) and the Agent, which acts as the collateral agent for the holders of the Oramed Note. Under this agreement, the Company and the Guarantors granted to the Agent (on behalf of and for the benefit of the holders of the Oramed Note and any Additional Notes as defined thereunder) a security interest in all or substantially all of the properties of the Company and each of the Guarantors. This was done to ensure the timely payment, performance, and full discharge of all obligations under the Oramed Note. The Security Agreement contains certain customary representations, warranties and covenants regarding the collateral thereunder, all of which are detailed in the Security Agreement.

On September 20, 2024, the Company and Oramed entered into a letter agreement (the “Oramed Letter Agreement”), pursuant to which the Company agreed to pay to Oramed $2,000,000 (the “Specified September Payment”) on September 23, 2024, which payment was applied as follows: (i) $1,700,000 was applied to the amortization payment due under the Oramed Note on March 21, 2025 (the “Maturity Date”) and (y) $300,000 to purchase an aggregate of 4,000,000 SPAC Warrants (as defined below) owned by Oramed.

The parties further agreed, upon receipt of the Specified September Payment by Oramed, (i) that notwithstanding the minimum Liquidity (as defined therein) requirements set forth in Section 7(b)(x) of the Oramed Note, the Company and its Subsidiaries (as defined therein) shall be required to maintain the following minimum liquidity during the specified time periods instead: from and after September 19, 2024 until the Maturity Date, $0, and (ii) to extend the due date of the $20,000,000 amortization payment from September 23, 2024 to September 30, 2024. Oramed further agreed to extend such due date to October 8, 2024, on which date a consent and amendment letter was signed with Oramed (“Oramed Consent and Amendment”) under which: (i) the Company made a payment of $12,500,000 to Oramed in lieu of the payment due on September 23, 2024, using the proceeds from the issuance of the Tranche B Notes, and (ii) the remaining payments under the Oramed Note were amended as follows: installment payment of $15,000,000 payable on December 21, 2024, which payment was made on December 13, 2024, and the remaining principal balance, accrued interest and fees payable on the Maturity Date. On January 21, 2025, the Company and Oramed agreed to extend the Maturity Date under and as set forth in the Oramed Note from March 21, 2025 to December 31, 2025.

At issuance, the Company concluded that certain features of the Oramed Note would be considered derivatives that would require bifurcation. In lieu of bifurcating such features, the Company has elected the fair value option for this financial instrument and records the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period. As of December 31, 2024, the fair value of the Oramed Note was $12.2 million, which is classified as debt, current in the consolidated balance sheet.

The following table provides a summary of the changes in the balance and the estimated fair value of the Oramed Note (in thousands):


	December 31, 2024
Ending Balance as of December 31, 2023	$	104,089
Repayment of Oramed Note		(64,200	)
Conversion into Tranche B Notes		(25,000	)
Change in fair value of Oramed Note—recorded in the consolidated statements of operations		3,589
Change in fair value of Oramed Note—due to instrument-specific credit risk recorded as a component of other comprehensive income		(6,317	)

Ending Balance as of December 31, 2024	$	12,161

Commitment Letter

On June 11, 2024, the Company entered into the Commitment Letter with FSF Lender, pursuant to which FSF Lender committed to provide the Company the FSF Loan in the aggregate amount of $100.0 million. The Commitment Amount should be payable as follows: (i) $85.0 million no later than the Outside Date, which is 70 days following the date on which the Company received the FSF Deposit and (ii) the remaining $15.0 million within 60 days following the Initial Closing.

Pursuant to the Commitment Letter, FSF Lender provided the Company a

non-refundable

FSF Deposit in immediately available funds in the aggregate principal amount of $10.0 million on the Deposit Date, which amount would be creditable towards the $85.0 million required to be funded by FSF Lender at the Initial Closing. The Company received the FSF Deposit on June 18, 2024 and issued to FSF Lender the Deposit Warrant to purchase up to an aggregate of 3,250,000 shares of Common Stock (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction), with an exercise price of $1.20 per share. The Deposit Warrant was immediately exercisable and would expire five years from the date of issuance. If the Initial Closing did not occur on or prior to the Outside Date, the FSF Deposit should automatically convert into an unsecured loan on the first day after the Outside Date. Within five days after such automatic conversion occurs, the Company should issue a promissory note (the “Unsecured Promissory Note”) to FSF Lender to evidence such unsecured loan, which note should be unsecured, had a maturity date of five years after the date of the Unsecured Promissory Note and was prepayable without premium or penalty. The Unsecured Promissory Note should bear interest, payable quarterly in arrears, in an amount equal to the Unsecured Applicable Interest Amount (as defined in the Commitment Letter) for such period based on the actual number of days elapsed while principal is outstanding.

It was contemplated by the Commitment Letter that the Company and FSF Lender would enter into definitive documents with respect to the FSF Loan on terms to be mutually agreed in good faith. If such definitive documents were entered into on or before the Outside Date, the Company agreed to issue to FSF Lender (i) at the Initial Closing, a warrant to purchase up to an aggregate of 24,375,000 shares (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) of Common Stock (the “Initial Closing Warrant”), and (ii) at the Second Closing, a warrant to purchase up to an aggregate of 4,875,000 shares (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) of Common Stock (the “Second Closing Warrant”), each to have an exercise price of $1.20 per share. The Initial Closing Warrant and the Second Closing Warrant would expire five years from the date of issuance. To evidence the FSF Loan, the Company agreed to issue to FSF Lender a Senior Secured Promissory Note (the “Secured Promissory Note”), which shall have a maturity date of five years after the date of issuance. The Secured Promissory Note shall bear interest, payable quarterly in arrears, in an amount equal to the Secured Applicable Interest Amount (as defined in the Commitment Letter) for such period, based on the actual number of days elapsed, while principal is outstanding, subject to certain conditions.

At issuance, the Company concluded that certain features of the FSF Deposit would be considered derivatives that would require bifurcation. In lieu of bifurcating such features, the Company has elected the fair value option for this financial instrument and records the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period.

In connection with the transactions contemplated by the Commitment Letter, the Company also entered into an agreement with FSF Lender and the FSF Lender’s strategic consultant, IVI 66766 LLC (“IVI”), dated July 16, 2024, pursuant to which the Company agreed to reimburse the actual, reasonable and documented consulting fees incurred by FSF Lender in connection with the preparation, negotiation and execution of the Commitment Letter and the definitive documents with respect to the transactions contemplated thereby, which fees were satisfied in full by the Company issuing to IVI a warrant to purchase up to an aggregate of 250,000 shares of Common Stock (the “Fee Warrant”) on July 16, 2024, with an exercise price of $1.20 per share. Subject to certain ownership limitations, the Fee Warrant is immediately exercisable and will expire five years from the date of issuance. The

Company accounted for the Fee Warrant as an equity classified instrument and recognized the Fee Warrant in additional

paid-in

capital in the Company’s consolidated balance sheets. The fair value of the Fee Warrant as of the date of issuance was $0.3 million. In October 2024, the Fee Warrant was exercised by IVI.

On September 17, 2024, the Company entered into the Satisfaction Agreement with FSF Lender and Endeavor, pursuant to which the remaining obligations in respect of the FSF Deposit shall be fully satisfied by the Company’s delivery of 28,000 cartons of ZTlido to Endeavor, which delivery shall occur no later than December 31, 2024. Upon satisfaction of such remaining obligations, the Commitment Letter shall be terminated and of no further force or effect and neither FSF Lender nor the Company shall have any further liability or obligations thereunder. In consideration of Endeavor assuming the payment obligation of the Company in respect of the FSF Deposit, Endeavor will not be responsible for making any payment to the Company for (i) the product already delivered as of the date of such agreement in an amount of approximately $13.2 million and (ii) the Additional Product. Pursuant to the terms of the Satisfaction Agreement, if the Company fails to fully deliver the Additional Product by December 31, 2024, the Company shall be liable to Endeavor for liquidated damages in the amount of $20,000,000. In November 2024, the Company delivered the Additional Product to Endeavor and fully satisfied the remaining obligations in respect of the FSF Deposit.

The following table provides a summary of the changes in the balance and the estimated fair value of the FSF Deposit (in thousands):


	December 31, 2024
Beginning Balance as of June 11, 2024	$	10,000
Change in fair value of FSF Deposit		4,690
Reclass of Deposit Warrant liability upon satisfaction of FSF Deposit		(1,690	)
Repayment of FSF Deposit		(13,000	)

Ending Balance as of December 31, 2024	$	—

Tranche B Notes

On October 8, 2024, the Company entered into the Tranche B Securities Purchase Agreement with the Tranche B Investors and Oramed to refinance a portion of the Oramed Note and pay off certain other indebtedness of the Company. Pursuant to the Tranche B Securities Purchase Agreement, the Company agreed to issue and sell, in a registered offering by the Company directly to the Tranche B Noteholders: (i) the Tranche B Notes, which notes will mature on the

two-year

anniversary of the issuance date and will be convertible into shares of Common Stock at a conversion price equal to $1.09 per share (which was automatically reduced to $1.04 per share of Common Stock subsequent to the December 2024 RDO (as defined below) in accordance with the terms of such notes) and (ii) warrants (the “October 2024 Noteholder Warrants”) to purchase up to 7,500,000 shares of Common Stock directly to the Tranche B Noteholders.

The Company has received in exchange for the issuance of the Tranche B Notes to the Tranche B Investors an aggregate amount in cash of $22,500,000, excluding fees and expenses payable by the Company. The Company has received from Oramed in consideration for the Tranche B Notes issued to Oramed an exchange and reduction of the principal balance under the Oramed Note of $22,500,000.

The October 2024 Noteholder Warrants are immediately exercisable for cash at an exercise price equal to $1.09 per share of Common Stock (which was automatically reduced to $1.04 per share of Common Stock subsequent to the December 2024 RDO (as defined below) in accordance with the terms of such warrants) and will expire five years from the issuance date. The October 2024 Noteholder Warrants issued to the Tranche B Investors are initially exercisable for 3,750,000 shares of Common Stock in the aggregate. The October 2024 Noteholder Warrants issued to Oramed are initially exercisable for 3,750,000 shares of Common Stock.

In connection with the offering of the Tranche B Notes, the Company issued to StockBlock Securities LLC (“StockBlock”) and its affiliate, Rodman & Renshaw LLC (collectively, the “Placement Agents”) or their respective designees, (i) 2,197,802 shares of Common Stock (the “Placement Agent Shares”) and (ii) warrants to purchase up to 3,669,724 shares of Common Stock (the “October 2024 Placement Agent Warrants”). The October 2024 Placement Agent Warrants will have the same terms as the October 2024 Noteholder Warrants, except that the Placement Agents have agreed not to exercise the October 2024 Placement Agent Warrants for a period of 180 days following the date of issuance.

In conjunction with the Tranche B Securities Purchase Agreement, the Company entered into the ZTlido Royalty Purchase Agreement (as defined below) for $5.0 million of the aggregate purchase price for the ZTlido Purchased Receivables in full consideration for the sale, transfer, conveyance and granting of the ZTlido Purchased Receivables, subject to the terms and conditions set forth in the ZTlido Royalty Purchase Agreement. The $50.0 million of total proceeds received were allocated based on their relative fair value to the Tranche B Notes, the October 2024 Noteholder Warrants, and the ZTlido Royalty Purchase Agreement, with the excess of fair value over the proceeds received in amount of $2.6 million recognized as a loss upon issuance in change in fair value of debt and liability instruments in the consolidated statement of operations during the year ended December 31, 2024.

The following table provides a summary of the changes in the balance and the estimated fair value of the Tranche B Notes (in thousands):


	December 31, 2024
Beginning Balance as of October 8, 2024	$	42,740
Conversion of Tranche B notes		(9,255	)
Repayment of Tranche B Notes		(3,283	)
Change in fair value of Tranche B Notes		(6,641	)

Ending Balance as of December 31, 2024	$	23,560

Aggregate principal repayments for the Company’s outstanding debt will be $47.7 million and $19.5 million in 2025 and 2026, respectively.

ZTlido Royalty Purchase Agreement

On October 8, 2024, in connection with the closing of the transactions contemplated by the Tranche B Securities Purchase Agreement, the Company and Scilex Pharma entered into the ZTlido Royalty Purchase Agreement with the ZTlido Royalty Purchasers. Pursuant to the ZTlido Royalty Purchase Agreement, Scilex Pharma sold to the ZTlido Royalty Purchasers the right to receive 8% of all aggregate net sales worldwide (the “ZTlido Purchased Receivables”) with respect to ZTlido,

SP-103

and any related, improved, successor, replacement or varying dosage forms of the foregoing, which shall be paid within 60 calendar days after the end of each calendar quarter.

In full consideration for the sale, transfer, conveyance and granting of the ZTlido Purchased Receivables, and subject to the terms and conditions set forth in the ZTlido Royalty Purchase Agreement, the aggregate purchase price for the ZTlido Purchased Receivables was $5.0 million (net of expenses of the ZTlido Royalty Purchasers). The ZTlido Royalty Investors paid to Scilex Pharma an aggregate amount equal to $2.5 million minus the expenses of the ZTlido Royalty Investors and Oramed paid to Scilex Pharma an amount equal to $2.5 million minus Oramed’s expenses (collectively, the amount so paid by the ZTlido Royalty Purchasers, the “ZTlido RPA Closing Payment”). Oramed’s portion of the purchase price was paid by exchanging a portion of the outstanding principal balance under the Oramed Note equivalent to its portion of the ZTlido RPA Closing Payment, which amount extinguished and reduced $2.5 million of the outstanding balance under the Oramed Note.

The Royalty Purchase Agreement terminates six months following receipt by the ZTlido RPA Purchasers of all payments of the ZTlido Purchased Receivables to which each ZTlido RPA Purchaser is entitled during the period commencing on the closing date of the ZTlido Royalty Purchase Agreement and expiring on the tenth anniversary of such closing date.

The Company elected the fair value option for the ZTlido Royalty Purchase Agreement and records the changes in the fair value within the consolidated statements of operations and comprehensive loss at the end of each reporting period. As of December 31, 2024, the fair value of the ZTlido Royalty Purchase Agreement was $6.8 million, recorded as a purchased revenue liability on the consolidated balance sheet. The Company incurred $0.2 million of issuance costs in connection with the ZTlido Royalty Purchase Agreement, which were included in the consolidated statement of operations for the year ended December 31, 2024.

The following table summarizes the purchased revenue liability activity during the year ended December 31, 2024 (in thousands):


	December 31, 2024
Beginning Balance as of October 8, 2024	$	5,900
Change in fair value of purchased revenue liability		900

Ending Balance as of December 31, 2024	$	6,800

- Definition

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 2: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 6
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481544/470-10-50-6

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(3)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(2)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)(1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 405
-SubTopic 40
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477092/405-40-50-1

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (h)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(c))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 10: http://fasb.org/us-gaap/role/ref/legacyRef
-Topic 470
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/470/tableOfContent

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 835
-SubTopic 30
-Name Accounting Standards Codification
-Section 45
-Paragraph 2
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482925/835-30-45-2

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (g)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1B
-Subparagraph (i)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1B

Reference 15: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 16: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 17: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1C
-Subparagraph (c)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1C

Reference 18: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1E
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1E

Reference 19: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 20: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

Reference 21: http://www.xbrl.org/2003/role/disclosureRef
-Topic 470
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 1I
-Subparagraph (d)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147481139/470-20-50-1I

+ Details

Balance Sheet Components - Schedule of Property and Equipment (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 772	$ 780
Less: Accumulated depreciation	(64)	(58)
Property and equipment, net	708	722
Construction in progress [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	689	689
Furniture [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	17	5
Computers & equipment [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	16	36
Leasehold improvements [Member]
Property, Plant and Equipment [Line Items]
Property and equipment, gross	$ 50	$ 50

Junior DIP Facility and Sorrento Share Purchase Agreement (Additional Information) (Details) - USD ($) $ / shares in Units, $ in Millions				12 Months Ended
	Aug. 30, 2024	Sep. 21, 2023	Jul. 05, 2023	Dec. 31, 2024	Feb. 29, 2024	Dec. 31, 2023
Warrants outstanding				5,467,692		6,854,309
Penny Warrants [Member]
Price per share		$ 0.01
Fair Value Of Warrants		$ 10.4
Warrants exercisable date				Mar. 14, 2025
Penny Warrants exercised				6,500,000
Proceeds from Warrant Exercises				$ 0.1
Warrants outstanding				6,500,000
Subsequent Penny Warrants 2 [Member]
Warrant vesting date				Mar. 19, 2024
Subsequent Penny Warrants 2 [Member] \| Common Stock [Member]
Issue of warrants				2,125,000
Subsequent Penny Warrants 3 [Member]
Warrant vesting date				Jun. 17, 2024
Subsequent Penny Warrants 3 [Member] \| Common Stock [Member]
Issue of warrants				2,125,000
Subsequent Penny Warrants 4 [Member]
Warrant vesting date	Aug. 30, 2024			Sep. 15, 2024
Subsequent Penny Warrants 4 [Member] \| Common Stock [Member]
Issue of warrants				2,125,000
Aggregate purchase of private placement warrants (in Shares)	5,437,500
Subsequent Penny Warrants 5 [Member]
Warrant vesting date				Dec. 14, 2024
Subsequent Penny Warrants 5 [Member] \| Common Stock [Member]
Issue of warrants				2,125,000
Aggregate purchase of private placement warrants (in Shares)				1,062,500
Sorrento Stock Purchase Agreement \| Common Stock [Member]
Shares Purchased Under Stock Purchase Agreement		60,068,585
Sorrento Stock Purchase Agreement \| Preferred Stock [Member]
Shares Purchased Under Stock Purchase Agreement		29,057,097
Fair Value of stock repurchased		$ 52.6
Sorrento Stock Purchase Agreement \| Private Warrants [Member]
Shares Purchased Under Stock Purchase Agreement		3,104,000
Sorrento Stock Purchase Agreement \| Public Warrants [Member]
Shares Purchased Under Stock Purchase Agreement		1,386,617
Oramed Note [Member]
Legal fees and expenses		$ 12.3
Cash payment		$ 10.0
Oramed Note [Member] \| Closing Penny Warrant [Member]
Issue of warrants					882,352
Oramed Note [Member] \| Closing Penny Warrant [Member] \| Common Stock [Member]
Issue of warrants		4,500,000
Price per share		$ 0.01
Oramed Note [Member] \| Subsequent Penny Warrants [Member]
Transfer of warrants		4,000,000
Oramed Note [Member] \| Subsequent Penny Warrants [Member] \| Common Stock [Member]
Issue of warrants		8,500,000
Price per share		$ 0.01
Oramed Note [Member] \| Penny Warrants [Member] \| Common Stock [Member]
Number Of Share Outstanding		9.90%
Maximum [Member] \| Subsequent Penny Warrants [Member]
Warrants exercisable date				Mar. 14, 2025
Sorrento
Excise tax liability				$ 0.5		$ 1.3
Accured expense				$ 0.8
Sorrento \| Junior DIP Facility
Initial principal amount			$ 20.0
Debt instrument, interest rate			12.00%
Exit fee			2.00%
Debt instrument, description			The Junior DIP Facility was to mature on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to Sorrento; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of Sorrento; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments (as defined in the Junior DIP Loan Agreement) in accordance with the DIP Documents (as defined in the Junior DIP Loan Agreement); and (v) dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code.

Condensed Consolidated Statements of Cash Flows - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Operating activities
Net loss	$ (72,807)	$ (114,331)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	4,046	4,146
Amortization of debt issuance costs and debt discount	316	65
Non-cash operating lease cost	718	507
Stock-based compensation	15,689	14,596
Issuance of shares under Settlement Agreement	0	750
(Gain) loss on derivative liability	(17,378)	512
Allocated expense for financial instruments at fair value	17,297	0
Change in fair value of debt and liability instruments	4,782	7,189
Allowances for expected credit losses	1,186	0
Other	661	57
Changes in operating assets and liabilities:
Accounts receivables, net	(6,267)	(13,361)
Inventory	1,462	(2,838)
Prepaid expenses and other	(479)	(441)
Other long-term assets	(30)	855
Accounts payable	7,419	19,880
Accrued Payroll	(1,176)	1,327
Accrued expenses	(8,167)	2,310
Accrued rebates and fees	72,859	58,765
Operating lease liability	(758)	(711)
Other long-term liabilities	(24)	16
Net cash proceeds from (used for) operating activities	19,349	(20,707)
Investing activities
Acquisition consideration paid in cash for Romeg intangible asset acquisition	(600)	(300)
Purchase of equity securities	(2,000)	0
Purchase of convertible promissory note from Denali	(75)	0
Purchase of property, plant, and equipment	0	(30)
Net cash used for investing activities	(2,675)	(330)
Financing activities
Proceeds from issuance of shares under Standby Equity Purchase Agreements and ATM Sales Agreement	2,671	35,458
Proceeds from issuance of Convertible Debentures	0	24,000
Proceeds from issuance of Revolving Facility	95,438	86,354
Proceeds from issuance of FSF Deposit	10,000	0
Proceeds from issuance of Tranche B Notes and purchased revenue liability	25,000	0
Repayment of Revolving Facility	(112,791)	(69,001)
Repayment of Oramed Note	(64,200)	(5,000)
Cash consideration paid in connection with warrant repurchase	(300)	0
Transaction costs paid related to the Business Combination	0	(1,372)
Repayment of Convertible Debentures	(4,375)	(15,625)
Repayment of Tranche B Notes	(3,283)	0
Payments of debt issuance costs	(4,172)	(380)
Disbursement of funds to Sorrento	0	(20,000)
Cash consideration paid in connection with share repurchase	0	(10,000)
Transaction costs paid in connection with share repurchase	0	(1,987)
Excise tax paid in connection with share repurchase	(450)	0
Proceeds from issuance of shares under direct offerings	41,967	0
Payments of direct offering issuance costs	(4,370)	0
Payments of deferred transaction costs related to Semnur Merger	(1,379)	0
Proceeds from stock options and warrants exercised and ESPP	2,113	1,135
Net cash (used for) proceeds from financing activities	(18,131)	23,582
Net change in cash, cash equivalents and restricted cash	(1,457)	2,545
Cash, cash equivalents and restricted cash at beginning of period	4,729	2,184
Cash, cash equivalents and restricted cash at end of period	3,272	4,729
Supplemental disclosure:
Cash paid for interest	1,561	1,426
Non-cash investing and financing activities
Issuance of shares to B. Riley pursuant to B. Riley Purchase Agreement	0	1,869
Issuance costs related to direct offerings included in accrued expenses and account payables	1,845	0
Fee Warrants issued and exercised in connection with the Commitment Letter	610	0
Settlement of FSF Deposit	13,000	0
Deferred transaction costs related to Semnur Merger included in accrued expenses and account payable	4,602	0
Conversion of Oramed Note into Tranche B Notes	25,000	0
Conversion of Tranche B Notes into common stock	9,256	0
Debt issuance costs included in accrued expenses	3,063	0
Placement Agent Shares and October 2024 Placement Agent Warrants	3,792	0
StockBlock Warrants issued in connection with the December 2024 RDO	1,265	0
Conversion of Convertible Debentures into common stock	0	7,735
Right-of-use assets obtained in exchange for operating lease liabilities with lease modification	0	2,523
Oramed Note issuance at fair value	0	106,252
Other non-cash consideration in connection with share repurchase	0	26,154
Excise tax in connection with share repurchase included in accrued expenses	$ 860	$ 1,310

Income Taxes

12 Months Ended

Dec. 31, 2024

Income Tax Disclosure [Abstract]

Income Taxes

12. Income Taxes

Total loss before income taxes for the years ended December 31, 2024 and 2023 did not include a foreign component.

The components of the provision (benefit) expense were as follows for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Current income tax (benefit) expense:
Federal	$	—		$	—
State		(1	)		13

Total current income tax (benefit) expense		(1	)		13
Deferred income tax benefit:
Federal		(16,279	)		(16,514	)
State		(2,803	)		(11,247	)

Total deferred income tax benefit		(19,082	)		(27,761	)
Changes in tax rate		2,155			(1,471	)
Changes in valuation allowance		16,927			29,232

Total income tax (benefit) expense from continuing operations	$	(1	)	$	13

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows as of December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Deferred tax assets:
Net operating loss carryforwards	$	85,226		$	71,434
Debt related interest		16,228			16,898
Capitalized research and development		5,228			4,936
Tax credit carryforwards		4,415			3,960
Stock-based compensation		1,157			525
Accrued expense and reserves		1,812			1,584
Purchased revenue liability		1,754			—
Operating lease liabilities		577			774
Other		303			159

Total deferred tax assets		116,700			100,270
Less valuation allowance		(113,703	)		(96,776	)

Total deferred tax assets		2,997			3,494

Deferred tax liabilities:
Intangible assets		(2,423	)		(2,734	)
Operating lease right-of-use assets		(574	)		(760	)

Total deferred tax liabilities		(2,997	)		(3,494	)

Net deferred tax liabilities	$	—		$	—

The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s provision for income taxes are as follows for the years ended December 31, 2024 and 2023 (in thousands):


	Year Ended December 31,
	2024			2023
Income tax benefit at federal statutory rate	$	(15,290	)	$	(24,007	)
Valuation allowance		18,559			29,232
Compensation expense		2,772			3,798
Acquisition related charges		485			260
Prior year true-up and carryback		(1,182	)		(5,079	)
State, net of federal tax benefit		(2,705	)		(5,127	)
Change in fair value of Convertible Debentures		(4,449	)		1,752
Change in tax rates		2,155			(1,471	)
Other		(346	)		655

Income tax (benefit) expense	$	(1	)	$	13

The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the deferred tax assets, the Company maintains a valuation allowance of $113.7 million against its deferred tax assets as of December 31, 2024. Realization of the deferred tax assets will be primarily dependent upon the Company’s ability to generate sufficient taxable income prior to the expiration of its net operating losses.

As of December 31, 2024, the Company had $336.5 million and $248.2 million of federal and state net operating loss carryforwards, respectively. The net operating loss carryforwards begin to expire in 2033 for both federal and state. As of December 31, 2024, the Company had a total of $313.5 million of federal net operating losses that have an indefinite life and will not expire, and had federal research and development income tax credits of $3.7 million which will begin to expire in 2034. As of December 31, 2024, the Company had California research and development income tax credits of $2.2 million that have an indefinite life and will not expire.

Internal Revenue Code Section 382 rules apply to limit a corporation’s ability to utilize existing net operating loss and tax credit carryforwards once the corporation experiences an ownership change as defined in Section 382. For the years ended December 31, 2024 and 2023, there was no impact of such limitations on the Company’s income tax provision.

The Company is subject to taxation in U.S. federal and state tax jurisdictions. All of the Company’s tax years will remain open for three years for examination by the federal and state tax authorities from the date of utilizations of net operating loss. There are no active tax compliance audits as of December 31, 2024.

A reconciliation of the beginning and ending amount of unrecognized tax benefits is as follows for the years ended December 31, 2024 and 2023 (in thousands):


	2024		2023
Gross unrecognized tax benefits at the beginning of the year	$	1,071	$	408
Increase related to prior year tax positions		—		536
Increase related to current year tax positions		127		127

Gross unrecognized tax benefits at the end of the year	$	1,198	$	1,071

As of December 31, 2024 and 2023, the Company had $1.2 million and $1.1 million in total unrecognized tax benefits, respectively, which have been reflected as a reduction in deferred tax assets. If these were to be

recognized, they would affect the effective tax rate, however given the full valuation allowance in the jurisdiction in which the unrecognized tax benefits relate to, the impact on the effective tax rate would be nil.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense. No interest or penalties have been recognized as of and for the years ended December 31, 2024 and 2023.

The Company believes that no material amount of the liabilities for uncertain tax positions are expected to reverse within 12 months of December 31, 2024.

- Definition

The entire disclosure for income tax.

+ References

Reference 1: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12

Reference 2: http://www.xbrl.org/2003/role/exampleRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 55
-Paragraph 231
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482663/740-10-55-231

Reference 3: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12C
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12C

Reference 4: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 12B
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-12B

Reference 5: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 270
-Name Accounting Standards Codification
-Section 50
-Paragraph 1
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147477891/740-270-50-1

Reference 6: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SAB Topic 6.I.5.Q1)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-1

Reference 7: http://www.xbrl.org/2003/role/disclosureRef
-Topic 946
-SubTopic 20
-Name Accounting Standards Codification
-Section 50
-Paragraph 13
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480990/946-20-50-13

Reference 8: http://www.xbrl.org/2003/role/disclosureRef
-Topic 235
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 1
-Subparagraph (SX 210.4-08(h)(2))
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147480678/235-10-S99-1

Reference 9: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-Name Accounting Standards Codification
-Publisher FASB
-URI https://asc.fasb.org/740/tableOfContent

Reference 10: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 14
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-14

Reference 11: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 21
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-21

Reference 12: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section 50
-Paragraph 17
-Subparagraph (b)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482685/740-10-50-17

Reference 13: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 10
-Name Accounting Standards Codification
-Section S99
-Paragraph 2
-Subparagraph (SAB Topic 11.C)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147479360/740-10-S99-2

Reference 14: http://www.xbrl.org/2003/role/disclosureRef
-Topic 740
-SubTopic 30
-Name Accounting Standards Codification
-Section 50
-Paragraph 2
-Subparagraph (a)
-Publisher FASB
-URI https://asc.fasb.org/1943274/2147482603/740-30-50-2

+ Details

Consolidated Balance Sheets - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Current assets:
Cash and cash equivalents	$ 3,272	$ 3,921
Accounts receivable, net	26,442	34,597
Inventory	2,436	4,214
Prepaid expenses and other	9,397	4,049
Total current assets	41,547	46,781
Property and equipment, net	708	722
Operating lease right-of-use asset	2,225	2,943
Intangibles, net	32,453	36,485
Investments	2,420	0
Goodwill	13,481	13,481
Other long-term assets	119	897
Total assets	92,953	101,309
Current liabilities:
Accounts payable	52,620	40,954
Accrued payroll	1,505	2,681
Accrued rebates and fees	162,517	89,658
Accrued expenses	2,841	7,408
Current portion of deferred consideration	447	491
Debt, current	34,876	108,429
Purchased revenue liability, current	4,115	0
Current portion of operating lease liabilities	714	759
Total current liabilities	259,635	250,380
Long-term portion of deferred consideration	2,448	2,895
Debt, net of issuance costs	845	17,038
Purchased revenue liability, net of current portion	2,685	0
Derivative liabilities	18,303	1,518
Operating lease liabilities, net of current portion	1,523	2,237
Other long-term liabilities	155	179
Total liabilities	285,594	274,247
Commitments and contingencies (See Note 11)
Stockholders' deficit:
Common stock, $0.0001 par value, 740,000,000 shares authorized; 243,312,885 shares issued and 183,244,300 shares outstanding as of December 31, 2024; 160,084,250 shares issued and 100,015,665 shares outstanding as of December 31, 2023	24	16
Additional paid-in capital	454,591	407,813
Accumulated other comprehensive income	6,317	0
Accumulated deficit	(563,052)	(490,245)
Treasury stock, at cost; 60,068,585 shares as of each of December 31, 2024 and December 31, 2023	(90,522)	(90,522)
Total stockholders' deficit	(192,641)	(172,938)
Total liabilities and stockholders' deficit	92,953	101,309
Series A Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, value	0	0
Series 1 Preferred Stock [Member]
Stockholders' deficit:
Preferred stock, value	$ 1	$ 0

Nature of Operations and Basis of Presentation - Schedule of Cash and Cash Equivalents (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023	Dec. 31, 2022
Cash and Cash Equivalents [Line Items]
Cash and cash equivalents	$ 3,272	$ 3,921
Restricted cash	0	808
Total cash, cash equivalents, and restricted cash	$ 3,272	$ 4,729	$ 2,184

Debt - Schedule of FSF Deposit (Details) - F S F Loan [Member] $ in Thousands	7 Months Ended
	Dec. 31, 2024 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Beginning Balance as of June 11, 2024	$ 10,000
Change in fair value of FSF Deposit	4,690
Reclass of Deposit Warrant liability upon satisfaction of the FSF Deposit	(1,690)
Repayment of Deposit	(13,000)
Ending Balance as of December 31, 2024	$ 0

Nature of Operations and Basis of Presentation

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Nature of Operations and Basis of Presentation

1. Nature of Operations and Basis of Presentation

Organization and Principal Activities

Scilex Holding Company (“Scilex” and together with its wholly owned subsidiaries, the “Company”) is an innovative revenue-generating company focused on acquiring, developing and commercializing

non-opioid

pain management products for the treatment of acute and chronic pain. The Company was originally formed in 2019 and currently has five wholly owned subsidiaries, Scilex Inc. (“Legacy Scilex”), Scilex Pharmaceuticals Inc. (“Scilex Pharma”), Semnur Pharmaceuticals, Inc. (“Semnur”), SCLX DRE Holdings LLC and SCLX Stock Acquisition JV LLC. The business combination with Vickers (the “Business Combination”) was closed in November 2022.

The Company launched its first commercial product in October 2018, ZTlido (lidocaine topical system) 1.8% (“ZTlido”), a prescription lidocaine topical system that is designed with novel technology to address the limitations of current prescription lidocaine therapies by providing significantly improved adhesion and continuous pain relief throughout the

12-hour

administration period. In June 2022, the Company

in-licensed

the exclusive right to commercialize GLOPERBA (colchicine USP) oral solution (“GLOPERBA”), a U.S. Food and Drug Administration (“FDA”)-approved prophylactic treatment for painful gout flares in adults, in the United States (“U.S.”). In February 2023, the Company acquired the rights related to ELYXYB (celecoxib oral solution) (“ELYXYB”) and the commercialization thereof in the U.S. and Canada. ELYXYB is a first-line treatment and the only

FDA-approved,

ready-to-use

oral solution for the acute treatment of migraine, with or without aura, in adults. The Company launched ELYXYB in the U.S. in April 2023 and commercialized GLOPERBA in the U.S. in June 2024.

The Company is currently developing three product candidates,

SP-102

(10 mg, dexamethasone sodium phosphate viscous gel), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica for which the Company has completed a Phase 3 study

(“SP-102”

or “SEMDEXA”),

SP-103

(lidocaine topical system) 5.4%

(“SP-103”),

a next-generation, triple-strength formulation of ZTlido, for the treatment of chronic neck pain and for which the Company completed a Phase 2 trial in acute low back pain (“LBP”) in the third quarter of 2023, and

SP-104

(4.5 mg,

low-dose

naltrexone hydrochloride delayed-burst release low dose naltrexone hydrochloride capsules)

(“SP-104”),

a novel

low-dose

delayed-release naltrexone hydrochloride being developed for the treatment of fibromyalgia, for which Phase 1 trials were completed in the second quarter of 2022. Since inception, the Company has devoted substantially all of its efforts to the development of

SP-102,

SP-103

and

SP-104,

and the commercialization of ZTlido.

Sorrento Chapter 11 Filing

On February 13, 2023, Sorrento Therapeutics, Inc. (“Sorrento”), the Company’s then-controlling stockholder, and Sorrento’s wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (“Scintilla” and together with Sorrento, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ Chapter 11 proceedings are jointly administered under the caption In re Sorrento Therapeutics, Inc., et al., Case Number

23-90085

(DRJ) (the “Chapter 11 Cases”). While the Company was majority-owned by Sorrento, the Company was not a debtor in the Chapter 11 Cases. Pursuant to that certain Stock Purchase Agreement that the Company entered into with Sorrento on September 21, 2023 (the “Sorrento SPA”), the Company repurchased shares of its Common Stock, par value $0.0001 per share (the “Common Stock”), and Series A Preferred Stock, par value $0.0001 per share (the “Series A Preferred Stock”), from Sorrento. As a result, Sorrento no longer holds a majority of the voting power of the Company’s outstanding capital stock entitled to vote. As of December 31, 2024, the Company had a $3.2 million receivable from Sorrento, which was fully reserved.

Basis of Presentation and Principles of Consolidation

The accompanying consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The accompanying consolidated financial statements include the accounts of the Company as well as its wholly owned subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Segments

Operating segments are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker (the “CODM”) in making decisions on how to allocate resources and assessing performance. The Company has determined that its CODM is its Chief Executive Officer. The Company is engaged primarily in the development of

non-opioid

products focused on pain management based on its platform technologies and all sales are based in the United States. Accordingly, the Company has determined that it operates its business as a single reportable segment. The CODM reviews consolidated operating results to make decisions about allocating resources and assessing performance for the entire Company based on consolidated results that are reported on the consolidated statements of operations and comprehensive loss. The Company has also evaluated the significant segment expenses incurred by the single segment that are regularly provided to the CODM and concluded they are consistent with those reported on the consolidated statements of operations and comprehensive loss and include cost of revenue, research and development, selling, general and administrative. The Company manages assets on a consolidated basis as reported on the consolidated balance sheets. Accordingly, the consolidated financial statements and accompanying notes contained herein include the measure of profit or loss, net revenue, categories of expenses, assets and other financial information that is evaluated by the CODM.

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires the Company to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period. These estimates include, but are not limited to, revenue recognition, fair value of financial instruments and certain assumptions used in estimating stock-based compensation. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.

Customer and Supplier Concentration Risk

The Company had three customers during the years ended December 31, 2024 and 2023, each of which individually generated 10% or more of the Company’s total revenue. These customers accounted for 86% and 85% of the Company’s revenue for the years ended December 31, 2024 and 2023, respectively, individually ranging from 23% to 34% and 22% to 32%, respectively. As of December 31, 2024 and 2023, three customers represented 95% and 91% of the Company’s outstanding accounts receivable, respectively, individually ranging between 30% and 33% and 24% and 36% for respective periods. Additionally, during the years ended December 31, 2024 and 2023, the Company purchased ZTlido inventory from its sole supplier, Itochu Chemical Frontier Corporation (“Itochu”). In November 2023 and February 2024, respectively, the Company started purchasing ELYXYB and GLOPERBA inventories from its sole suppliers, Contract Pharmaceuticals Ltd Canada (CPL) and Ferndale Laboratories, Inc., respectively. This exposes the Company to concentration of customer and supplier risk. The Company monitors the financial condition of its customers and limits its credit exposure by setting credit limits. During the years ended December 31, 2024 and 2023, the Company had allowances for expected credit losses of $1.2 million and nil, respectively.

Fair Value Measurements

Financial assets and liabilities are recorded at fair value on a recurring basis in the consolidated balance sheets. The carrying values of the Company’s financial assets and liabilities, including cash and cash equivalents, restricted cash, prepaid and other current assets, accounts payable and accrued expenses approximate to their fair value due to the short-term nature of these instruments. The valuation of the derivative warrant liability for the Private Warrants, the February 2024 BDO Firm Warrants, the Deposit Warrant, the April RDO Warrants, the October 2024 Noteholder Warrants and the December 2024 RDO Common Warrants (each as defined below) is outlined in Note 4, utilizing the Black-Scholes option pricing model. The Company has chosen the fair value option for the Convertible Debentures, Oramed Note, FSF Deposit and Tranche B Notes (each as defined below), with the valuation methodologies detailed in Note 7. Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability (an exit price) in an orderly transaction between market participants at the reporting date. Assets and liabilities recorded at fair value are categorized based upon the level of judgment associated with the inputs used to measure their fair value. Hierarchical levels are directly related to the amount of subjectivity with the inputs to the valuation of these assets or liabilities as follows:

Level 1—

Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—

Inputs (other than quoted prices included in Level 1) that are either directly or indirectly observable inputs for similar assets or liabilities. These include quoted prices for identical or similar assets or liabilities in active markets and quoted prices for identical or similar assets or liabilities in markets that are not active; and

Level 3—

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash, Cash Equivalents and Restricted Cash

The Company considers all highly liquid investments that are readily convertible into cash without penalty and with original maturities of three months or less at the date of purchase to be cash equivalents. The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents are valued at cost, which approximate their fair value.

Restricted cash as of December 31, 2023 consisted of deposits placed in a segregated bank account as required under the terms of the eCapital Credit Agreement (as defined below), which is discussed further in Note 7. Restricted cash was recorded as other long-term assets within the Company’s consolidated balance sheet. There is no restricted cash as of December 31, 2024, because Scilex Pharma paid off the outstanding amount of all obligations and indebtedness under the eCapital Credit Agreement in October 2024, which agreement was terminated thereafter.

Cash equivalents were immaterial as of December 31, 2024 and 2023.


	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	3,272	$	3,921
Restricted cash		—		808

Total cash, cash equivalents, and restricted cash	$	3,272	$	4,729

Accounts Receivable, Net

Accounts receivable are presented net of allowances for expected credit losses and prompt payment discounts. Accounts receivable consists of trade receivables from product sales to customers, which are generally unsecured. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for expected credit losses within accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for expected credit losses. As of December 31, 2024, the Company recorded $1.2 million of allowances for credit losses on its accounts receivable. As of December 31, 2023, the Company did not deem any allowances for expected credit losses on its accounts receivable necessary.

Inventory

The Company determines inventory cost on a

first-in,

first-out

basis. The Company reduces the carrying value of inventories to a lower of cost or net realizable value for those items that are potentially excess, obsolete or slow- moving. The Company reserves for excess and obsolete inventory based upon historical experience, sales trends, and specific categories of inventory and expiration dates for

on-hand

inventory. Inventory costs resulting from these adjustments are recognized as cost of sales in the period in which they are incurred. When future commercialization is considered probable and the future economic benefit is expected to be realized, based on management’s judgment, the Company capitalizes

pre-launch

inventory costs prior to regulatory approval. As of December 31, 2024 and 2023, the Company’s inventory was primarily comprised of finished goods.

Property and Equipment, Net

Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the respective lease on a straight-line basis. The cost of repairs and maintenance is expensed as incurred.

Acquisitions

The Company accounts for business combinations using the acquisition method of accounting, which requires that assets acquired, including

in-process

research and development (“IPR&D”) projects and liabilities assumed be recorded at their fair values as of the acquisition date on the Company`s consolidated balance sheets. Any excess of purchase price over the fair value of net assets acquired is recorded as goodwill. The determination of estimated fair value requires the Company to make significant estimates and assumptions. As a result, the Company may record adjustments to the fair values of assets acquired and liabilities assumed within the measurement period (up to one year from the acquisition date) with the corresponding offset to goodwill. Transaction costs associated with business combinations are expensed as they are incurred.

When the Company determines net assets acquired do not meet the definition of a business combination under the acquisition method of accounting, the transaction is accounted for as an acquisition of assets and, therefore, no goodwill is recorded and contingent consideration such as payments upon achievement of various developmental, regulatory and commercial milestones generally is not recognized at the acquisition date. In an asset acquisition, up-front payments allocated to IPR&D projects at the acquisition date and subsequent milestone payments are charged to expense in the Company`s consolidated statements of operations and comprehensive loss unless there is an alternative future use.

The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates. Intangible assets acquired in a business combination that are used for IPR&D activities are

considered indefinite-lived until the completion or abandonment of the associated research and development efforts. Upon commercialization of the relevant research and development project, the Company amortizes the acquired IPR&D over its estimated useful life. Capitalized IPR&D is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable.

Goodwill and Other Long-Lived Assets

Goodwill, which has an indefinite life, represents the excess cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. The Company has one reporting unit. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company performs a quantitative goodwill impairment test. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative goodwill impairment test.

The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, patent rights, and acquired technology, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of

non-generic

and generic competition with the same or similar indication and other related factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate to determine if a write-down to the recoverable amount is appropriate. If such assets are written down, an impairment will be recognized as the amount by which the book value of the asset group exceeds the recoverable amount.

Contingent Consideration

The fair value of contingent consideration liabilities assumed in business combinations is recorded as part of the purchase price consideration of the acquisition, and is determined using a discounted cash flow model or Monte Carlo simulation model. The significant inputs of such models are not observable in the market, such as certain financial metric growth rates, volatility rates, projections associated with applicable milestones, discount rates and the related probabilities and payment structure in the contingent consideration arrangement. Fair value adjustments to contingent consideration liabilities are recorded through operating expenses in the consolidated statements of operations and comprehensive loss. Other than contingent consideration that is accounted for in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 480,

Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging

, contingent consideration arrangements assumed in an asset acquisition will be measured and accrued when such contingency is resolved.

Warrants

In accordance with ASC Subtopic

No. 815-40,

Contracts on an Entity’s Own Equity,

the Company determines how to account for warrants either assumed in connection with the Business Combination or issued under various financing arrangements. Warrants classified as equity are recorded at their issuance cost and are not subject to remeasurement at each subsequent balance sheet date. The Company records them in additional

paid-in

capital in the Company’s consolidated balance sheets. Warrants accounted for as liabilities are recorded at their estimated fair value on the date of issuance and are revalued at each subsequent balance sheet date, with fair value changes

recognized in the consolidated statement of operations. The Company estimates the value of these warrants using a Black-Scholes option pricing formula.

Debt

The Company may enter into financing arrangements, the terms of which involve significant assumptions and estimates. This involves estimating future net product sales, determining interest expense, determining the amortization period of the debt discount, as well as determining the classification between current and long-term portions.

Convertible Debentures, the Oramed Note, FSF Deposit and Tranche B Notes

The Company has elected the fair value option to account for the Convertible Debentures, the FSF Deposit, the Tranche B Notes (each as defined in Note 2 “

Liquidity and Going Concern

” below) and the Oramed Note (as defined in Note 4 “

Fair Value Measurements

” below) that were issued in March and April 2023, June 2024, October 2024 and September 2023, respectively, as discussed further in Note 7. The Company recorded these financial instruments at fair value upon issuance with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. Interest expense related to these financial instruments is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to these financial instruments were expensed as incurred. The weighted-average interest rates for the short-term loans, including these financial instruments, were 6.67% and 13.55% for the years ended December 31, 2024 and 2023, respectively.

Purchased Revenue Liability

The purchased revenue liability is associated with the Purchase and Sale Agreement (the “ZTlido Royalty Purchase Agreement”) that the Company entered into in October 2024 (Note 7). The Company elected the fair value option to account for the purchased revenue liability (as described in Note 4 “Fair Value Measurements” below). The Company recorded the ZTlido Royalty Purchase Agreement at fair value upon issuance with changes in fair value recorded as change in fair value of debt and liability instruments in the consolidated statements of operations, with the exception of changes in fair value due to instrument-specific credit risk, if any, which are recorded as a component of other comprehensive income. Interest expense related to these financial instruments is included in the changes in fair value. As a result of applying the fair value option, direct costs and fees related to the purchased revenue liability were expensed as incurred.

Derivative Liabilities

Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense.

Research and Development Costs

The Company expenses the cost of research and development as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and preclinical materials as well as other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with FASB ASC Topic 730,

Research and Development

Income Taxes

The provisions of the FASB ASC Topic 740,

Income Taxes

, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC Subtopic

740-10,

the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions.

The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates.

The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December 31, 2024 and 2023, the Company maintained a full valuation allowance against its deferred tax assets.

Leases

The Company determines if an arrangement is a lease at inception. Operating lease

right-of-use

(“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and is reduced by lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term in selling, general and administrative expenses.

Revenue Recognition

The Company’s revenue is generated from product sales within the United States. The Company does not incur significant direct costs to obtain contracts with its customers.

Revenue from product sales is comprised of sales of ZTlido, ELYXYB and GLOPERBA. The Company’s performance obligation with respect to sales of ZTlido, ELYXYB and GLOPERBA is satisfied at a

point-in-time,

when control is transferred upon delivery of product to the customer. The Company considers control to have transferred upon delivery because the customer has legal title to the product, physical possession of the product has been transferred to the customer, the customer has significant risks and rewards of ownership of the product, and the Company has a present right to payment at that time. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of December 31, 2024 and 2023 were not material.

Revenues from product sales are recorded net of reserves established for commercial and government rebates, fees and chargebacks, wholesaler and distributor fees, sales returns, special marketing programs and prompt payment discounts. Such variable consideration is estimated in the period of the sale and is estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations.

Rebates and Chargebacks

Rebates are discounts which the Company pays under either government or private health care programs. Government rebate programs include state Medicaid drug rebate programs, the Medicare coverage gap discount programs and the Tricare programs. Commercial rebate and fee programs relate to contractual

agreements with commercial healthcare providers, under which the Company pays rebates and fees for access to and position on that provider’s patient drug formulary. Rebates and chargebacks paid under government programs are generally mandated under law, whereas private rebates and fees are generally contractually negotiated by the Company with commercial healthcare providers. Both types of rebates vary over time. The Company records a reduction to gross product sales at the time the customer takes title to the product based on estimates of expected rebate claims. The Company monitors the sales trends and adjusts for these rebates on a regular basis to reflect the most recent rebate experience and contractual obligations. Reserves for rebates and chargebacks are separately presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheets.

Prompt Payment Discounts

The Company provides its customers with prompt payment discounts which may result in adjustments to the price that is invoiced for the product transferred, in the case that payments are made within a defined period. The prompt payment discount reserve is based on actual gross sales and contractual discount rates. Reserves for prompt payment discounts are included in accounts receivable, net on the consolidated balance sheets.

Service Fees

The Company compensates its customer and others in the distribution chain for wholesaler and distribution services. The Company has determined such services received to date are not distinct from the Company’s sale of products to the customer and, therefore, these payments have been recorded as a reduction of revenue. Service fees are presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheets.

Product Returns

The Company is obligated to accept the return of products sold that are expiring within six months, damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the term of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company estimates the amount of its product sales that may be returned by its customer and records this estimate as a reduction of revenue in the period the related product revenue is recognized. Product returns are presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheets.

Co-Payment

Assistance

Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive

co-

payment assistance. The Company accrues for

co-payment

assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators.

Co-payment

assistance is presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheets.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718,

Compensation—Stock Compensation

, which establishes accounting for equity instruments exchanged for employee and consulting services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or

non-employee’s

vesting period. The Company accounts for forfeitures as incurred.

For purposes of determining the inputs used in the calculation of stock-based compensation, the Company determines the expected life assumption for options issued using the simplified method, which is an average of

the contractual term of the option and its ordinary vesting period since the Company does not have historic exercise behavior. Then the Company determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates as variables in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in our consolidated statements of operations and comprehensive loss.

Treasury Stock

The Company uses the cost method to account for repurchases of its stock. In the computation of net (loss) income per share, treasury shares are not included as part of the outstanding shares.

Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the

two-class

method required for participating securities.

Under the

two-class

method, basic net loss per share attributable to common stockholders is computed by dividing the net loss attributable to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted earnings per share attributable to common stockholders adjusts basic earnings per share for the potentially dilutive impact of stock options and warrants, which consists of the incremental Common Stock issuable upon the exercise of stock options and warrants (using the treasury stock method or the reverse treasury stock method, as applicable).

In accordance with FASB ASC 260,

Earnings Per Share,

Penny Warrants are warrants that would be exercised for no or little consideration and therefore should be included in the calculation of weighted average shares outstanding for purposes of calculating basic and diluted net income (loss) per share to the extent all vesting conditions or exercise contingencies are removed except for the passage of time.

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU

No. 2023-07,

Improvements to Reportable Segment Disclosures

(Topic 280), which requires disclosures of significant reportable segment expenses that are regularly provided to the CODM and included within each reported measure of a segment’s profit or loss. This ASU also requires disclosure of the title and position of the individual identified as the CODM and an explanation of how the CODM uses the reported measures of a segment’s profit or loss in assessing segment performance and deciding how to allocate resources. The ASU is effective for annual periods beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024. The Company adopted this ASU retrospectively on December 31, 2024.

In December 2023, the FASB issued ASU

2023-09,

Income Taxes

(Topic 740): Improvements to Income Tax Disclosures. The update requires a public business entity to disclose, on an annual basis, a tabular rate reconciliation using both percentages and currency amounts, broken out into specified categories with certain reconciling items further broken out by nature and jurisdiction to the extent those items exceed a specified threshold. In addition, all entities are required to disclose income taxes paid, net of refunds received disaggregated by federal, state/local, and foreign and by jurisdiction if the amount is at least 5% of total income tax payments, net of refunds received. Adoption of the ASU allows for either the prospective or retrospective application of the amendment and is effective for annual periods beginning after December 15, 2024, with early adoption permitted. The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

In November 2024, the FASB issued ASU

2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

, which will require additional expense disclosures for all public entities.

The amendments require that at each interim and annual reporting period, an entity will disclose certain disaggregated expenses included in each relevant expense caption, as well as the total amount of selling expenses and, in annual periods, an entity’s definition of selling expenses. ASU

2024-03

is effective for annual reporting periods beginning with the fiscal year ending December 31, 2027, and interim periods thereafter, with early adoption permitted. The Company is currently evaluating the incremental disclosures that will be required in its consolidated financial statements.

In November 2024, the FASB issued ASU

2024-04,

Debt—Debt with Conversion and Other Options

, which clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU

2024-04

is effective for annual reporting periods beginning after December 15, 2025 and interim reporting periods within those annual reporting periods. Early adoption is permitted for all entities that have adopted the amendments in ASU

2020-06.

The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

Debt - Schedule of revenue liability activity (Details) $ in Thousands	3 Months Ended
	Dec. 31, 2024 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Change in fair value of purchased revenue liability	$ 900
Ending Balance as of December 31, 2024	$ 6,800

Fair Value Measurements (Details) - Schedule Of The Derivative Liabilities Measured at Fair Value - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Fair Value Disclosures [Abstract]
Fair value, beginning	$ 1,518
Settlement of December 2024 RDO Pre-Funded Warrants	300
Fair value, ending	18,303	$ 1,518
Oramed Letter Agreement [Member]
Fair Value Disclosures [Abstract]
Change in fair value measurement	(445)
Level 3 [Member]
Fair Value Disclosures [Abstract]
Fair value, beginning	1,518	1,231
Change in fair value measurement	(17,378)	512
Forfeiture of Private Warrants		(225)
Issuance of February 2024 BDO Firm Warrants as part of the February 2024 BDO, April 2024 RDO Common Warrants as part of the April 2024 RDO, October 2024 Noteholder Warrants as part of Tranche B Notes, December 2024 RDO Common Warrants as part of the December 2024 RDO, and December 2024 RDO Pre-Funded Warrants as part of the December 2024 RDO	34,330
Reclass of Deposit Warrant liability upon satisfaction of the FSF Deposit	1,690
Warrant amendment and exercise as part of the December 2024 RDO	(428)
Settlement of December 2024 RDO Pre-Funded Warrants	(984)
Fair value, ending	$ 18,303	$ 1,518

Commitments and Contingencies (Tables)

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Schedule of Leases Supplemental Quantitative Information

Supplemental quantitative information related to leases includes the following:


	Year Ended December 31,
	2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases (in thousands)	$	(1,042	)	$	(1,021	)
Weighted average remaining lease term in years—operating leases		2.8			3.6
Weighted average discount rate—operating leases		11.0	%		11.1	%

Schedule of Lease Maturities of Lease Liabilities

Approximate future minimum lease payments under operating leases were as follows (in thousands):


Year Ended December 31,	Amount
2025	$	916
2026		944
2027		724

Total lease payments		2,584
Less imputed interest		(347	)

Total lease liabilities		2,237
Less current portion of lease liability		714

Lease liability, net of current portion	$	1,523

Commitments and Contingencies

12 Months Ended

Dec. 31, 2024

Commitments and Contingencies Disclosure [Abstract]

Commitments and Contingencies

11. Commitments and Contingencies

Product Development Agreement

In February 2013, Scilex Pharma became a party to a product development agreement (as amended, the “Product Development Agreement”) with Itochu and Oishi Koseido Co., Ltd. (“Oishi,” and together with Itochu, the “Developers”), pursuant to which the Developers will manufacture and supply lidocaine tape products, including ZTlido and

SP-103

(the “Products”), for Scilex Pharma. The Developers initially developed and have intellectual property rights relating to the Products. Pursuant to the Product Development Agreement, Scilex Pharma acquired an exclusive right to develop and commercialize the Products worldwide except for Japan. The Developers are responsible for sourcing and supplying lidocaine for development and commercialization purposes.

Pursuant to the Product Development Agreement, Scilex Pharma is required to make aggregate royalty payments between 25% and 35% to the Developers based on net profits. For each of the years ended December 31, 2024 and 2023, Scilex Pharma made royalty payments in the amount of $8.3 million. As of December 31, 2024 and 2023, Scilex Pharma had ending balances of accrued royalty payables of $4.0 million and $2.4 million, respectively. Total royalty expense recorded within cost of revenue was $9.9 million and $8.5 million for the years ended December 31, 2024 and 2023, respectively. Net profits are defined as net sales, less cost of goods and marketing expenses. Net sales are defined as total gross sales of any Product, less all applicable deductions, to the extent accrued, paid or allowed in the ordinary course of business with respect to the sale of such Product, and to the extent that they are in accordance with GAAP. If Scilex Pharma were to sublicense the licensed technologies, the Developers will receive the same proportion of any sublicensing fees received therefrom. The Product Development Agreement will continue in full force and effect until October 2, 2028, the date that is ten years from the date of the first commercial sale of ZTlido. The Product Development Agreement will renew automatically for subsequent successive

one-year

renewal periods unless Scilex Pharma or the Developers terminate it upon six months’ written notice.

On February 16, 2017, Scilex Pharma entered into a Commercial Supply Agreement (as amended, the “Supply Agreement”) with the two Developers to provide commercial supply of ZTlido and

SP-103

to Scilex Pharma. The Supply Agreement contains standard terms regarding term, termination, payment, product quality and supply. In addition, the agreement provides additional terms regarding the calculation and amount of marketing expenses that may be deducted from net sales for purposes of determining the amount of net profit under the Product Development Agreement.

Litigation

In the normal course of business, the Company may be named as a defendant in one or more lawsuits. Other than the following four lawsuits, the Company is not a party to any outstanding material litigation and management is not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations.

From time to time the Company may become involved in various legal proceedings, including those that may arise in the ordinary course of business.

Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc. Litigation

On February 23, 2021, the Company filed an action (the “OTC Action”) in the U.S. District Court for the Northern District of California against Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc., two manufacturers of

over-the-counter

(“OTC”) lidocaine patch products, alleging, among other things, false and deceptive advertising and unfair competition under the Lanham Act and California state laws by those companies regarding their respective OTC patch products. This lawsuit sought, among other relief, damages and an injunction enjoining the defendants from continuing to make false or misleading statements of fact about their respective OTC lidocaine patch products. The defendants filed motions to dismiss, which narrowed slightly the Company’s claims, but which motions the court largely rejected. Discovery proceeded. On January 26 and February 2, 2024, Scilex Pharma entered into two separate settlement agreements and mutual releases with the two manufacturers that resolved the OTC Action. The terms of those agreements are confidential.

Former Employee Action

On March 12, 2021, Scilex Pharma and Sorrento (the “Plaintiffs”) filed an action (the “Former Employee Action”) in the Delaware Court of Chancery against the former President of Scilex Pharma, Anthony Mack, and Virpax Pharmaceuticals, Inc. (“Virpax”, and together with Mr. Mack, the “Defendants”), a company founded and then headed by Mr. Mack, alleging, among other things, breach by Mr. Mack of a restrictive covenant agreement with Sorrento related to his sale of his Scilex Pharma stock to Sorrento, tortious interference with that agreement by Virpax, breach of Mr. Mack’s fiduciary duties to Scilex Pharma, aiding and abetting of that breach by Virpax, and misappropriation of Scilex Pharma’s trade secrets by Mr. Mack and Virpax. Such lawsuit sought, among other relief, damages and various forms of injunctive relief. The case was tried from September 12, 2022 to September 14, 2022. On September 1, 2023, the court found in favor of the Plaintiffs on all but three counts deemed to have been waived. In its

95-page

opinion, the court instructed the parties to submit supplemental briefing on the appropriate remedy to implement its rulings. On October 18, 2023, the Plaintiffs submitted a supplemental brief on remedies. On November 29, 2023, Defendants submitted a supplemental brief on remedies. On December 21, 2023, the Plaintiffs submitted a supplemental reply brief on remedies. On February 26, 2024, the Company and Virpax entered into a term sheet regarding a mutual release and settlement agreement, pursuant to which the parties have agreed to resolve the ongoing disputes. On February 29, 2024, the Company and Virpax entered into a definitive settlement agreement, which provides for, among other things, that Virpax would be obligated to make the following payments to the Company to settle the Former Employee Action: (i) $3.5 million (the “Initial Payment”) by two business days after the Effective Date (as defined therein), which payment has been made; (ii) $2.5 million by July 1, 2024, which payment has been made on July 8, 2024 and (iii) to the extent any of the following drug candidates are ever sold, royalty payments of (a) 6% of annual Net Sales (as defined therein) of Epoladerm; (b) 6% of annual Net Sales of Probudur and (c) 6% of annual Net Sales of Envelta during the Royalty Term (as defined therein). The Company and Virpax provided mutual releases of all claims that existed as of the Effective Date, whether known or unknown, arising from any allegations set forth in the Former Employee Action. Plaintiffs’ release relates to claims against Virpax only, which does not affect its claims against Mr. Mack. Plaintiffs have not released Mr. Mack, and litigation against him remains ongoing. The court has requested additional oral argument on the topic of remedies against Mr. Mack, which argument occurred on November 15, 2024. The parties are awaiting a final judgment from the court.

ZTlido Patent Litigation

On June 22, 2022, the Company filed a complaint against Aveva Drug Delivery Systems, Inc. (“Aveva”), Apotex Corp., and Apotex, Inc. (together, “Apotex”) in the U.S. District Court for the Southern District of Florida (the “ZTlido Patent Litigation”) alleging infringement of certain Orange Book listed patents covering ZTlido (the

“ZTlido Patents”). The ZTlido Patent Litigation was initiated following the submission by Apotex, in accordance with the procedures set out in the Hatch-Waxman Act, of an abbreviated new drug application (“ANDA”). Apotex’s ANDA seeks approval to market a generic version of ZTlido prior to the expiration of the ZTlido Patents and alleges that the ZTlido Patents are invalid, unenforceable, and/or not infringed. The Company is seeking, among other relief, an order that the effective date of any FDA approval of Apotex’s ANDA be no earlier than the expiration of the asserted patents listed in the Orange Book, the latest of which expires on May 10, 2031, and such further and other relief as the court may deem appropriate. Apotex and Aveva were subject to an automatic

30-month

stay preventing them from selling a generic version of ZTlido during that time which was extinguished by the U.S. District Court for the Southern District of Florida decision described below. However, to our knowledge, Aveva has not received FDA approval for any generic version of ZTlido. The two Apotex entities were dismissed from the litigation without prejudice, as they no longer had an interest in the generic product that Aveva seeks to market. Before trial, Aveva dropped its challenge to the validity and enforceability of the Company’s patents. Trial in the ZTlido Patent Litigation was held from July 8, 2024 to July 11, 2024. Final post-trial briefing was submitted by the parties on July 25, 2024, and the case was submitted to the U.S. District Court for the Southern District of Florida. On August 26, 2024, that court issued a decision finding that Aveva’s product does not infringe the Company’s ZTlido Patents. The Company is appealing that decision to the U.S. Court of Appeals for the Federal Circuit, and it filed a Notice of Appeal with the U.S. District Court for the Southern District of Florida on September 25, 2024.

GLOPERBA Patent Litigation

On November 6, 2023, Takeda Pharmaceuticals U.S.A., Inc. (“Takeda”) filed a complaint against the Company in the U.S. District Court for the District of Delaware (the “GLOPERBA Patent Litigation”) alleging that the Company’s filing with the FDA of an application for approval of a proposed revision to the product label for its GLOPERBA product infringed certain Orange Book listed patents covering Takeda’s colchicine product, Colcrys

(the “Colcrys Patents”). Takeda sought an order that the effective date of any FDA approval of the Company’s labeling revision be no earlier than the expiration date of the asserted patents listed in the Orange Book, and such further and other relief as the court may deem appropriate. The Company had previously accrued $0.5 million with respect to the GLOPERBA Patent Litigation. On March 7, 2024, the Company entered into a Settlement Agreement (the “Settlement Agreement”) with Takeda to resolve the action and entered into a license agreement with Takeda pursuant to which Takeda granted a

non-exclusive

license to the Company and its affiliates of certain patents owned by Takeda. The terms of those agreements are confidential. The Settlement Agreement was subject to review by the Federal Trade Commission and the U.S. Department of Justice, neither of which objected during the review period. After the expiration of the review period, the U.S. District Court for the District of Delaware entered a final consent judgment on May 3, 2024.

Operating Leases

The Company leases administrative and research and development facilities under various

non-cancelable

lease agreements. Facility leases generally provide for periodic rent increases and may include options to extend. As of December 31, 2024, the Company’s leases have remaining lease terms of approximately 2.8 years. The terms of the Company’s leases, ranging from 3 to 5 years, include extension options that were not reasonably certain to be exercised. Many of the Company’s leases are subject to variable lease payments. Variable lease payments are recognized in the period in which the obligations for those payments are incurred, are not included in the measurement of the ROU assets or lease liabilities, and are immaterial. Additionally, the Company subleases certain properties to third parties. Sublease income is recognized on a straight-line basis and is immaterial.

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding ROU asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. As of December 31, 2024, the Company has no

finance leases

In April 2023, the Company modified the lease term for its principal executive offices located in Palo Alto, California. The modification extended the lease term for an additional three years, with the lease term expiring in September 2027. As a result of the modification, the Company recognized additional ROU assets and corresponding lease liabilities of $2.5 million.

Lease expense was $1.0 million and $1.1 million for the years ended December 31, 2024 and 2023, respectively, and was primarily comprised of operating lease costs. The lease expense also included variable lease costs and sublease income, which were immaterial for the periods presented.

Supplemental quantitative information related to leases includes the following:


	Year Ended December 31,
	2024			2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases (in thousands)	$	(1,042	)	$	(1,021	)
Weighted average remaining lease term in years—operating leases		2.8			3.6
Weighted average discount rate—operating leases		11.0	%		11.1	%

Approximate future minimum lease payments under operating leases were as follows (in thousands):


Year Ended December 31,	Amount
2025	$	916
2026		944
2027		724

Total lease payments		2,584
Less imputed interest		(347	)

Total lease liabilities		2,237
Less current portion of lease liability		714

Lease liability, net of current portion	$	1,523

Stock Incentive and Employee Benefit Plans

12 Months Ended

Dec. 31, 2024

Share-Based Payment Arrangement [Abstract]

Stock Incentive and Employee Benefit Plans

10. Stock Incentive and Employee Benefit Plan

2017 Scilex Pharmaceuticals Inc. Equity Incentive Plan

In June 2017, the Board of Directors of the Company adopted the Scilex Pharmaceuticals Inc. Equity Incentive Plan (the “Scilex Pharma 2017 Plan”). In connection with the corporate reorganization in March 2019, the Scilex Pharma 2017 Plan was terminated. Accordingly, after such time, no additional awards were granted under the Scilex Pharma 2017 Plan.

Scilex Holding Company 2019 Stock Option Plan

In May 2019, the Board of Directors of the Company adopted the Scilex Holding Company 2019 Stock Option Plan (the “2019 Stock Option Plan”), which subsequently was amended in December 2020. The 2019 Stock Option Plan was terminated at the closing of the Business Combination, and no further awards have been granted under the 2019 Stock Option Plan thereafter. However, the 2019 Stock Option Plan will continue to govern outstanding awards granted thereunder.

Scilex Holding Company 2022 Equity Incentive Plan

In October 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”). As of December 31, 2024, a total of 20,208,843 shares of Common Stock were available and have been reserved for future issuance under the Equity Incentive Plan, which number of shares accounts for the automatic annual increase on January 1, 2024 pursuant to the Equity Incentive Plan.

Scilex Holding Company 2023 Inducement Plan

On January 17, 2023, the compensation committee of the Board of Directors of the Company adopted the Scilex Holding Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of

non-statutory

stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards solely to prospective employees of the Company or an affiliate of the Company, provided that certain criteria are met. The initial maximum number of shares available for grant under the Inducement Plan is 1,400,000 shares of Common Stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). No awards were granted under the Inducement Plan during the years ended December 31, 2024 and 2023.

As of December 31, 2024, options to purchase 35,985,182 shares of Common Stock were outstanding under all equity incentive plans.

The following table summarizes stock option activity during the year ended December 31, 2024 (shares in thousands):


	Options			Weighted- Average Exercise Price		Weighted- Average Remaining Contractual Life, in years		Aggregate Intrinsic Value
Outstanding as of December 31, 2023		33,124		$	4.38		7.5	$	7,459
Granted		4,515		$	0.95
Exercised		(154	)	$	1.48
Forfeited/Cancelled		(1,500	)	$	4.59
Outstanding as of December 31, 2024		35,985		$	3.95		6.4	$	—

Vested and expected to vest as of December 31, 2024		35,985		$	3.95		6.4	$	—

Exercisable as of December 31, 2024		25,452		$	3.23		5.5	$	—

Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Common Stock for the options that had exercise prices that were lower than the per share fair value of the Common Stock as of the measurement date of the intrinsic value. The weighted-average grant date fair value per share of stock options granted during the years ended December 31, 2024 and 2023 was $0.67 and $3.24 per share, respectively. The total intrinsic values of options exercised during the years ended December 31, 2024 and 2023 were $47.3 thousand and $1.1 million, respectively. The maximum term of options granted under each of the equity incentive plans is ten years.

Total stock-based compensation recorded within operating expenses was $15.7 million and $14.6 million for the years ended December 31, 2024 and 2023, respectively.

The total unrecognized compensation costs related to unvested employee and

non-employee

stock option grants as of December 31, 2024 were $27.8 million, which the Company expects to recognize over a weighted-average period of approximately 2.3 years.

Scilex Holding Company 2022 Employee Stock Purchase Plan

In October 2022, the Board of Directors of the Company adopted the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “ESPP”). The purchase price of the Common Stock is equal to 85% of the lesser of the market value of such shares at the beginning of an offering period or the date of purchase. As of December 31, 2024, the total number of shares of Common Stock that may be issued under the ESPP shall not exceed

4,476,601, which was increased from 2,875,759 shares as a result of automatic annual increase on January 1, 2024.

Total stock-based compensation recorded as operating expense for the ESPP was $242.8 thousand and $21.0 thousand for the years ended December 31, 2024 and 2023, respectively.

There were 334,326 and nil shares of Common Stock issued under the ESPP during the years ended December 31, 2024 and 2023, respectively.

Valuation Assumptions

The Company calculates the fair value of stock options and ESPP awards granted to employees and nonemployees using the Black-Scholes option-pricing method. The Black-Scholes option-pricing method requires the use of subjective assumptions.

The following assumptions were used in the Black-Scholes options pricing model to estimate stock-based compensation on the date of grant for stock options and ESPP:


	Year Ended December 31, 2024
Stock options:
Expected dividend yield		0.00%
Expected volatility		72.00%–119.08%
Risk-free interest rate		3.79%–4.71%
Term of options (in years)		3.0–6.3
Employee stock purchase plan:
Expected dividend yield		0.00%
Expected volatility		129.30%
Risk-free interest rate		5.39%
Expected life (in years)		0.50

Semnur 2024 Stock Option Plan

Concurrent with the signing of the Semnur Business Combination Agreement, the Board, the Company (as the sole stockholder of Semnur) and the board of directors of Semnur approved the 2024 Stock Option Plan (“Semnur 2024 Plan”). Under the Semnur 2024 Plan, 40,000,000 shares of Semnur Common Stock were reserved for future issuance and nonstatutory stock options (“NSOs”) to purchase the same amount of Semnur Common Stock were granted to certain executive officers of Semnur. The NSOs were granted on August 30, 2024 and expire on August 30, 2034. No expense was recorded in connection with the NSOs as of December 31, 2024, as until the date on which all payments and all obligations under the Oramed Note have been paid in full in cash, such options will not be or become exercisable, eligible for exchange, redemption or repurchase, eligible to participate in any dividends or distributions or have any voting rights in respect of the Company or any of its current or future subsidiaries of the Company, and following the closing of the transactions contemplated by the Semnur Business Combination Agreement, the Company, Denali or any of their respective current and future subsidiaries, successors and assigns.

Employee Benefit Plan

The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $0.6 million and $0.5 million for the years ended December 31, 2024 and 2023, respectively.

Retainer Shares

On February 13, 2023, the Company entered into a Stock Issuance Agreement (the “2023 SIA”) with a law firm for the provision of legal services to the Company. Under the 2023 SIA, the Company issued 4,000,000 shares of Common Stock to the law firm. On July 1, 2024, the Company entered into another Stock Issuance Agreement (the “2024 SIA”) with the same law firm for the provision of legal services to the Company. Under the 2024 SIA, the Company issued 10,000,000 shares of Common Stock to the same law firm. All such shares are held by the law firm as collateral for current and future outstanding legal fees due from the Company (the “Retainer Shares”). At the option of the law firm, the Retainer Shares may be sold and the net proceeds may be applied against the outstanding legal fees. The Retainer Shares not applied against the outstanding legal fees due will be returned to the Company. As of December 31, 2024, it was not probable that any of the Retainer Shares would be applied against any outstanding legal fees.

Condensed Consolidated Statements of Operations and Comprehensive Loss - USD ($) shares in Thousands, $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Income Statement [Abstract]
Net revenue	$ 56,590	$ 46,743
Operating costs and expenses:
Cost of revenue	16,689	15,681
Research and development	9,641	12,746
Selling, general and administrative	119,016	119,641
Intangible amortization	4,031	4,106
Legal settlements	(9,391)	0
Total operating costs and expenses	139,986	152,174
Loss from operations	(83,396)	(105,431)
Other (income) expense:
(Gain) loss on derivative liability	(17,378)	512
Change in fair value of debt and liability instruments	4,782	7,189
Interest expense, net	1,963	1,068
Loss on foreign currency exchange	45	118
Total other (income) expense	(10,588)	8,887
Loss before income taxes	(72,808)	(114,318)
Income tax (benefit) expense	(1)	13
Net loss	$ (72,807)	$ (114,331)
Earnings Per Share [Abstract]
Net loss per share attributable to common stockholders - basic	$ (0.56)	$ (1.28)
Net loss per share attributable to common stockholders - diluted	$ (0.61)	$ (1.28)
Weighted Average Number of Shares Outstanding, Diluted [Abstract]
Weighted average number of shares during the period-basic	131,136	130,298
Weighted average number of shares during the period -diluted	134,075	130,298
Comprehensive loss:
Net loss	$ (72,807)	$ (114,331)
Other comprehensive income:
Changes in fair value attributable to instrument-specific credit risk	6,317	0
Total other comprehensive income	6,317	0
Comprehensive loss	$ (66,490)	$ (114,331)

Debt - Summery of Outstanding Convertible Debenture (Details) $ in Thousands	12 Months Ended
	Dec. 31, 2024 USD ($)
Senior Notes [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Convertible debentures, beginning period	$ 104,089
Repayment of Convertible Debentures	(64,200)
Conversion of Tranche B notes	(25,000)
Change in fair value of Convertible debentures	3,589
Change in fair value due to instrument specific credit risk recorded as a component of other comprehensive income	(6,317)
Convertible debentures, ending period	12,161
Convertible Debentures [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Convertible debentures, beginning period	4,340
Repayment of Convertible Debentures	(4,375)
Change in fair value of Convertible debentures	35
Convertible debentures, ending period	$ 0

Commitments and Contingencies - Schedule of Leases Supplemental Quantitative Information (Details) - USD ($) $ in Thousands	12 Months Ended
	Dec. 31, 2024	Dec. 31, 2023
Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$ (1,042)	$ (1,021)
Weighted average remaining lease term in years - operating leases	2 years 9 months 18 days	3 years 7 months 6 days
Weighted average discount rate - operating leases	11.00%	11.10%

Income Taxes - Schedule of Deferred Tax Liabilities and Related Valuation Allowance (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Deferred Tax Assets, Net [Abstract]
Net operating loss carryforwards	$ 85,226	$ 71,434
Debt related interest	16,228	16,898
Capitalized research and development	5,228	4,936
Tax credit carryforwards	4,415	3,960
Stock based compensation	1,157	525
Accrued expense and reserves	1,812	1,584
Purchased revenue liability	1,754	0
Operating lease liabilities	577	774
Other	303	159
Total deferred tax assets	116,700	100,270
Less valuation allowance	(113,703)	(96,776)
Total deferred tax assets	2,997	3,494
Deferred tax liabilities:
Intangible assets	(2,423)	(2,734)
Operating lease right-of-use assets	(574)	(760)
Total deferred tax liabilities	(2,997)	(3,494)
Net deferred tax liabilities	$ 0	$ 0

Commitments and Contingencies - Schedule of Lease Maturities of Lease Liabilities (Details) - USD ($) $ in Thousands	Dec. 31, 2024	Dec. 31, 2023
Commitments and Contingencies Disclosure [Abstract]
2025	$ 916
2026	944
2027	724
Total lease payments	2,584
Less imputed interest	(347)
Total lease liabilities	2,237
Less current portion of lease liability	714	$ 759
Lease liability, net of current portion	$ 1,523

Net Loss Per Share (Additional Information) (Details) - shares	Dec. 31, 2024	Jun. 18, 2024	Jun. 11, 2024	Dec. 31, 2023	Sep. 25, 2023	Sep. 21, 2023
Common stock, shares issued	243,312,885	3,250,000	3,250,000	160,084,250	474,683
Penny Warrant [Member]
Common stock, shares issued						8,500,000

Liquidity and Going Concern	12 Months Ended
Liquidity and Going Concern	Dec. 31, 2024
Organization, Consolidation and Presentation of Financial Statements [Abstract]
Liquidity and Going Concern	2. Liquidity and Going Concern The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has assessed the Company’s ability to continue as a going concern for at least one year after the issuance date of the accompanying consolidated financial statements. On November 17, 2022, the Company entered into a standby equity purchase agreement (the “Original Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“Yorkville”). On February 8, 2023, the Company entered into an amended and restated standby equity purchase agreement with Yorkville (the “A&R Yorkville Purchase Agreement”), amending, restating and superseding the Original Purchase Agreement. On, and effective as of, March 25, 2024, the Company and Yorkville mutually agreed to terminate the A&R Yorkville Purchase Agreement. On January 8, 2023, the Company entered into a standby equity purchase agreement (the “B. Riley Purchase Agreement” and together with A&R Yorkville Purchase Agreement, the “Standby Equity Purchase Agreements”) with B. Riley Principal Capital II, LLC (“B. Riley”). Pursuant to each of the Standby Equity Purchase Agreements, the Company had the right, but not the obligation, to sell to each of Yorkville and B. Riley up to $500.0 million of shares of the Company’s common stock, par value $0.0001 per share (the “Common Stock”) at its request any time during the 36 months following the date on which the registration statement related to each such purchase agreement was initially declared effective by the SEC, subject to certain conditions, which are discussed further in Note 9. As consideration for Yorkville’s and B. Riley’s respective commitment to purchase shares of Common Stock at the Company’s direction, the Company issued 250,000 commitment shares to each of Yorkville (the “Yorkville Commitment Shares”) and B. Riley (the “B. Riley Commitment Shares”). On, and effective as of, February 16, 2024, the Company and B. Riley mutually agreed to terminate the B. Riley Purchase Agreement. On March 21, 2023, the Company entered into a securities purchase agreement with Yorkville (the “Yorkville SPA”), pursuant to which the Company issued and sold to Yorkville convertible debentures in an aggregate principal amount of up to $25.0 million (the “Convertible Debentures”) for net cash proceeds of $24.0 million, as discussed further in Note 7. The Company fully repaid the Convertible Debentures in March 2024. On June 27, 2023, Scilex Pharma entered into a Credit and Security Agreement (the “eCapital Credit Agreement”) with eCapital Healthcare Corp. (the “Lender”), pursuant to which the Lender made available loans (the “Revolving Facility”) in an aggregate principal amount of up to $30.0 million (the “Facility Cap”). The proceeds of the Revolving Facility were used for (i) transaction fees incurred in connection with the eCapital Credit Agreement, (ii) working capital needs of Scilex Pharma and (iii) other uses not prohibited under the eCapital Credit Agreement. See Note 7 for additional discussion of the terms of the eCapital Credit Agreement. On October 8, 2024, Scilex Pharma paid off the outstanding amount of all obligations and indebtedness of Scilex Pharma owing to the Lender under the eCapital Credit Agreement. Accordingly, the eCapital Credit Agreement, the related Loan Documents and the Subordination Agreement (each as defined in the eCapital Credit Agreement) were terminated, canceled and are of no further force and effect. On December 22, 2023, the Company entered into a Sales Agreement (the “ATM Sales Agreement”) with B. Riley Securities, Inc., Cantor Fitzgerald & Co. and H.C. Wainwright & Co., LLC (the “Sales Agents”), which agreement was voluntarily terminated by us effective as of March 5, 2025. Pursuant to the ATM Sales Agreement, the Company was able to offer and sell (the “Offering”) shares of Common Stock up to $170.0 million (the “ATM Shares”), through or to the Sales Agents as part of the Offering. The Company had no obligation to sell any shares of Common Stock under the ATM Sales Agreement and could suspend offers thereunder at any time. As of December 31, 2024, the Company sold 2,764,187 shares of Common Stock pursuant to the ATM Sales Agreement for net proceeds of approximately $2.7 million. As of December 31, 2023, no sales of Common Stock had been made under the ATM Sales Agreement. On June 11, 2024, the Company entered into that certain Commitment Side Letter (the “Commitment Letter”) with FSF 33433 LLC (“FSF Lender”), pursuant to which FSF Lender committed to provide the Company a loan (the “FSF Loan”) in the aggregate amount of $100.0 million (the “Commitment Amount”). The Commitment Amount shall be payable as follows: (i) $85.0 million no later than the date that is 70 days following the date on which the Company receives the FSF Deposit (as defined below) (the “Outside Date” and the funding of the initial $85.0 million, the “Initial Closing”) and (ii) the remaining $15.0 million within 60 days following the Initial Closing (the funding of the second $15.0 million, the “Second Closing”). Pursuant to the Commitment Letter, FSF Lender was required to provide the Company a non-refundable deposit in immediately available funds in the aggregate principal amount of $10.0 million (the “FSF Deposit” and the date on which such funds are fully received, the “Deposit Date”), which amount will be creditable towards the $85.0 million required to be funded by FSF Lender at the Initial Closing. The Company received the FSF Deposit on June 18, 2024 and issued to FSF Lender a warrant to purchase up to an aggregate of 3,250,000 shares of the Common Stock (subject to adjustment for any stock dividend, stock split, reverse stock split or similar transaction) (the “Deposit Warrant”), with an exercise price of $1.20 per share. The Deposit Warrant is immediately exercisable and will expire five years from the date of issuance. On September 17, 2024, the Company entered into a Satisfaction Agreement (the “Satisfaction Agreement”) with FSF Lender and Endeavor Distribution LLC, a Delaware limited liability company and affiliate of FSF Lender (“Endeavor”), pursuant to which the remaining obligations in respect of the FSF Deposit shall be fully satisfied by the Company’s delivery of 28,000 cartons of ZTlido to Endeavor (the “Additional Product”), which delivery shall occur no later than December 31, 2024. Upon satisfaction of such remaining obligations, the Commitment Letter shall be terminated and of no further force or effect and neither FSF Lender nor the Company shall have any further liability or obligations thereunder. In consideration of Endeavor assuming the payment obligation of the Company in respect of the FSF Deposit, Endeavor will not be responsible for making any payment to the Company for (i) the product already delivered as of the date of such agreement in an amount of approximately $13.2 million and (ii) the Additional Product. Pursuant to the terms of the Satisfaction Agreement, if the Company fails to fully deliver the Additional Product by December 31, 2024, the Company shall be liable to Endeavor for liquidated damages in the amount of $20,000,000. In November 2024, the Company delivered the Additional Product to Endeavor and fully satisfied the remaining obligations in respect of the FSF Deposit. On October 8, 2024, the Company entered into a securities purchase agreement (the “Tranche B Securities Purchase Agreement”) with certain institutional investors (collectively, the “Tranche B Investors”) and Oramed Pharmaceuticals Inc. (“Oramed”) (together with the Tranche B Investors, the “Tranche B Noteholders”), to issue and sell, in a registered offering by the Company directly to the Tranche B Noteholders, a new tranche B of senior secured convertible notes of the Company in the aggregate principal amount of $50.0 million (the “Tranche B Notes”) which notes will mature on the two-year anniversary of the issuance date and will be convertible into shares of Common Stock at a conversion price equal to $1.09 per share (which was automatically reduced to $1.04 per share of Common Stock subsequent to the December 2024 RDO (as defined below) in accordance with the terms of such notes). The Company has received in exchange for the issuance of the Tranche B Notes to the Tranche B Investors an aggregate amount in cash of $22,500,000, excluding fees and expenses payable by the Company. The Company has received from Oramed in consideration for the Tranche B Notes issued to Oramed an exchange and reduction of the principal balance under the Oramed Note (as defined below) of $22,500,000. As of December 31, 2024, the Company’s negative working capital was $218.1 million, including cash and cash equivalents of approximately $3.3 million. During the year ended December 31, 2024, the Company had operating losses of $83.4 million and cash flows from operations of $19.3 million. The Company had an accumulated deficit of $563.1 million as of December 31, 2024. The Company has plans to obtain additional resources to fund its currently planned operations and expenditures and to service its debt obligations (whether under the Oramed Note, the Tranche B Notes or otherwise) for at least twelve months from the issuance of these consolidated financial statements through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions. The Company’s plans are also dependent upon the success of future sales of ZTlido, ELYXYB and GLOPERBA, among which GLOPERBA is still in the early stages of commercialization. Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the consolidated financial statements are issued.

Fair Value Measurements (Tables)

12 Months Ended

Dec. 31, 2024

Fair Value Disclosures [Abstract]

Schedule of fair value assets measured on a recurring basis

The following table presents the Company’s financial assets and liabilities that are measured at fair value on a recurring basis and the level of inputs used in such measurements (in thousands):


	December 31, 2024
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Oramed Note	$	12,161	$	—	$	—	$	12,161
Tranche B Notes		23,560		—		—		23,560
Purchased Revenue Liability		6,800		—		—		6,800
Derivative liabilities		18,303		—		—		18,303
Other long-term liabilities		155		—		—		155

Total liabilities measured at fair value	$	60,979	$	—	$	—	$	60,979


	December 31, 2023
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Liabilities
Oramed Note	$	104,089	$	—	$	—	$	104,089
Convertible Debentures		4,340		—		—		4,340
Derivative liabilities		1,518		—		—		1,518
Other long-term liabilities		179		—		—		179

Total liabilities measured at fair value	$	110,126	$	—	$	—	$	110,126

Schedule of the derivative liabilities measured at fair value using significant unobservable inputs Level 3

The following table includes a summary of the derivative liabilities measured at fair value during the years ended December 31, 2024 and 2023 (in thousands):


	Fair Value
Ending Balance as of December 31, 2022	$	1,231
Change in fair value measurement		512
Forfeiture of Private Warrants		(225	)

Ending Balance as of December 31, 2023		1,518
Issuance of February 2024 BDO Firm Warrants as part of February 2024 BDO, April 2024 RDO Common Warrants as part of April 2024 RDO, October 2024 Noteholder Warrants as part of Tranche B Notes, December 2024 RDO Common Warrants as part of December 2024 RDO, and December 2024 RDO Pre-Funded Warrants as part of December 2024 RDO		34,330
Reclass of Deposit Warrant liability upon satisfaction of FSF Deposit		1,690
Cancellation of Private Warrants as part of Oramed Letter Agreement		(445	)
Warrant amendment and exercise as part of December 2024 RDO		(428	)
Settlement of December 2024 RDO Pre-Funded Warrants		(984	)
Change in fair value measurement		(17,378	)

Ending Balance as of December 31, 2024	$	18,303

Schedule of quantitative information regarding Level 3 fair value measurements


	Private Warrants			February 2024 BDO Firm Warrants			April 2024 RDO Common Warrants			Deposit Warrant			October 2024 Noteholder Warrants			December 2024 RDO Common Warrants (5yr)			December 2024 RDO Common Warrants (2.5yr)
	December 31, 2024
Equity value	$	0.43		$	0.43		$	0.43		$	0.43		$	0.43		$	0.43		$	0.43
Exercise price	$	11.50		$	1.70		$	1.10		$	1.20		$	1.04		$	0.65		$	0.65
Term, in years		2.86			4.18			4.32			4.47			4.77			4.95			2.45
Volatility		109.0	%		81.0	%		80.0	%		73.0	%		77.0	%		76.0	%		95.0	%
Risk-free rate		4.22	%		4.29	%		4.30	%		4.30	%		4.32	%		4.33	%		4.21	%
Dividend yield		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%		0.0	%
Call option value	$	0.21		$	0.15		$	0.19		$	0.16		$	0.20		$	0.24		$	0.20


	Private Warrants
	December 31, 2023
Equity value	$	2.04
Exercise price	$	11.50
Term, in years		3.86
Volatility		76.0	%
Risk-free rate		3.90	%
Dividend yield		0.0	%
Call option value	$	0.42

- Definition

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

+ References + Details

Junior DIP Facility and Sorrento Share Purchase Agreement	12 Months Ended
	Dec. 31, 2024
Share-Based Payment Arrangement [Abstract]
Junior DIP Facility and Sorrento Share Purchase Agreement	8. Junior DIP Facility and Sorrento Stock Purchase Agreement Junior DIP Facility In July 2023, the Company entered into an agreement to provide Sorrento with a non-amortizing super-priority junior secured term loan facility (“Junior DIP Facility”) in an aggregate principal amount of $20.0 million (the “Junior DIP Loan Agreement”), which was funded in the same month. The Junior DIP Facility bears interest at a per annum rate of 12.0% payable in kind on the first day of each month in arrears and on the DIP Termination Date (as defined in the Junior DIP Loan Agreement). Upon repayment or satisfaction of the DIP Loans (as defined in the Junior DIP Loan Agreement) in whole or in part, Sorrento is required to pay to the Company in cash an exit fee equal to 2.00% of the aggregate principal amount of the Junior DIP Facility. The Junior DIP Facility was to mature on the earliest of: (i) September 30, 2023; (ii) the effective date of any Chapter 11 plan of reorganization with respect to Sorrento; (iii) the consummation of any sale or other disposition of all or substantially all of the assets of Sorrento; (iv) the date of the acceleration of the DIP Loans and the termination of the DIP Commitments (as defined in the Junior DIP Loan Agreement) in accordance with the DIP Documents (as defined in the Junior DIP Loan Agreement); and (v) dismissal of the Chapter 11 Cases or conversion of the Chapter 11 Cases into cases under Chapter 7 of the Bankruptcy Code. On September 21, 2023, Sorrento’s obligations under the Junior DIP Facility were waived and deemed to be fully settled in conjunction with the Sorrento SPA as described below. Consequently, the transfer of funds associated with the Junior DIP Facility was deemed and accounted for as a capital distribution to Sorrento. Sorrento Stock Purchase Agreement On September 21, 2023, the Company entered into the Sorrento SPA, pursuant to which the Company purchased from Sorrento (i) 60,068,585 shares of Common Stock, (ii) 29,057,097 shares of Series A Preferred Stock and (iii) 1,386,617 Public Warrants and 3,104,000 Private Warrants (collectively, the “Purchased Securities”). On the same day, the Company and Oramed entered into the Scilex-Oramed SPA. The Company concluded that the Sorrento SPA and the Scilex-Oramed SPA were entered in contemplation of each other and the issuance of the Oramed Note was accounted as part of the consideration payable for the Purchased Securities acquired from Sorrento. Pursuant to the terms of the Scilex-Oramed SPA, the Company issued the Oramed Note (see Note 7), which replaced Sorrento’s outstanding obligations to Oramed, warrants to purchase up to an aggregate of 4,500,000 shares of Common Stock (the “Closing Penny Warrant”) with an exercise price of $0.01 per share and restrictions on exercisability, and warrants to purchase up to an aggregate of 8,500,000 shares of Common Stock (the “Subsequent Penny Warrants” and together with the Closing Penny Warrant, the “Penny Warrants”), each with an exercise price of $0.01 per share and each with restrictions on exercisability. Additionally, the Company agreed to transfer to Oramed 4,000,000 SPAC Warrants, which were acquired by the Company under the Sorrento SPA. There was no change in the terms for the warrants transferred to Oramed as a result of the transactions described above. The remaining consideration for the Purchased Securities was comprised of a credit bid for all amounts of principal and accrued but unpaid interest outstanding under the Junior DIP Facility, a $10.0 million cash payment, and the assumption and assignment of certain obligations of Sorrento for legal fees and expenses amounting to approximately $12.3 million. The Company allocated the total consideration between the repurchased instruments by allocating to the repurchased Private Warrants their full value, with the remaining consideration allocated to the Common Stock, Series A Preferred Stock, and Public Warrants based on their relative fair values as of September 21, 2023. Before the closing of the Sorrento SPA transactions and in connection with the transactions contemplated by the Sorrento SPA, the Company formed two entities: (a) Scilex DRE Holdings LLC (“Holdco”), a single purpose entity that is the Company’s direct wholly owned subsidiary and (b) Scilex Stock Acquisition Joint Venture LLC, a single purpose bankruptcy-remote entity that is the Company’s indirect wholly owned subsidiary (“SCLX JV”), which was formed to hold the Purchased Securities. Holdco was formed to hold all of the equity interests in SCLX JV. Holdco and SCLX JV are parties to the Security Agreement and Subsidiary Guarantee (see Note 7). Series A Preferred Stock Pursuant to the terms of the Sorrento SPA, the Company repurchased all of the outstanding Series A Preferred Stock. The Series A Preferred Stock is classified in permanent equity and does not have any bifurcated features. Therefore, the repurchase of the Series A Preferred Stock by the Company is treated as a redemption of shares and viewed as a deemed dividend. The fair value of Series A Preferred Stock as of the repurchase date of September 21, 2023 was $52.6 million. The Company derecognized the carrying value of the Series A Preferred Stock, with any excess amount allocated as the reduction in additional paid-in capital. The Series A Preferred Stock is currently held as collateral for the Oramed Note. Treasury Stock The Common Stock that has been repurchased by the Company under the Sorrento SPA is not intended for constructive retirement, and is being held as collateral for the Oramed Note. In accordance with treasury stock accounting guidance, the consideration allocated to Common Stock is presented under a separate caption of Treasury Stock as a reduction of equity. Penny Warrants The Closing Penny Warrant will be exercisable upon the earliest of (i) March 14, 2025, (ii) the date on which the Oramed Note has been repaid in full and (iii) the Management Sale Trigger Date (as defined therein), if any, and will expire on the date that is the fifth anniversary of the issuance date. The Company issued four Subsequent Penny Warrants, each for 2,125,000 shares of Common Stock, one of which shall vest and become exercisable on the date that is the later of (i) each of March 19, 2024 (the “CS-2 Warrant”), June 17, 2024 (the “CS-3 Warrant”), September 15, 2024 (the “CS-4 Warrant”) or December 14, 2024 (the “CS-5 Warrant”) (each, the “Subsequent Penny Warrant Vesting Date”) and (ii) the earliest of (A) March 14, 2025, (B) the date on which the Oramed Note has been repaid in full and (C) the Management Sale Trigger Date (as defined therein), if any. Each Subsequent Penny Warrant will expire on the date that is the fifth anniversary of the issuance date; provided that, if the Oramed Note is repaid in full prior to the Subsequent Penny Warrant Vesting Date applicable to such Subsequent Penny Warrant, such Subsequent Penny Warrant will expire on the date the Oramed Note is repaid in full. Pursuant to a letter agreement the Company entered into with Oramed, dated as of August 30, 2024, the parties agreed that: (i) the CS-4 Warrant shall fully vest on August 30, 2024 and (ii) Oramed may immediately exercise the Oramed Warrants with respect to up to 5,437,500 shares of Common Stock. Pursuant to the Oramed Letter Agreement the Company entered into with Oramed, dated as of September 20, 2024, the parties agreed that Oramed may immediately exercise the CS-5 Warrant with respect to up to 1,062,500 shares of Common Stock. The exercise price of the Penny Warrants is $0.01 per share, subject to adjustments provided therein. The exercise price and number of shares of Common Stock issuable upon the exercise of the Penny Warrants will be subject to adjustment in the event of any stock dividend, stock split, recapitalization, reorganization or similar transaction, as described in the Penny Warrants; provided that there shall not be any adjustment to the exercise price of the Penny Warrants in the event the Company combines (by combination, reverse stock split or otherwise) its Common Stock into a smaller number of shares. Oramed may exercise the Penny Warrants by means of a “cashless exercise.” The Closing Penny Warrant and the Subsequent Penny Warrants utilize the same form of warrant. The Penny Warrants may not be exercised if Oramed, together with its affiliates, would beneficially own in excess of 9.9% of the number of shares of Common Stock outstanding immediately after giving effect to such exercise (the “Oramed Beneficial Ownership Limitation”); provided, however, that upon 61 days’ prior notice to the Company, Oramed may increase or decrease the Oramed Beneficial Ownership Limitation. The Company accounted for the Penny Warrants as an equity classified instrument as they are indexed to the Company’s own stock and meet the conditions to be classified in equity under FASB ASC 815, Derivatives and Hedging, including sufficient available shares for the Company to settle the exercise of the warrants in shares. The Penny Warrants are recognized in additional paid-in capital in the Company’s consolidated balance sheets. The fair value of Penny Warrants as of September 21, 2023, the date of issuance, was $10.4 million. During the year ended December 31, 2024, there were 6,500,000 Penny Warrants exercised by Oramed for net proceeds of approximately $0.1 million. As of December 31, 2024, there were 6,500,000 Penny Warrants outstanding that were fully vested and such warrants became exercisable on March 14, 2025. Excise Tax In December 2022, the Department of the Treasury and the Internal Revenue Service (the “IRS”) issued guidelines on the implementation of the new code section added by the Inflation Reduction Act of 2022, which imposes a 1% excise tax on the total fair market value of stock repurchases during the tax year, subject to adjustments. Pursuant to the terms of the Sorrento SPA, the Company repurchased the Purchased Securities from Sorrento. The total fair market value of the Purchased Securities was offset by the fair market value of the shares issued during the year ended December 31, 2023. The Company has accrued $1.3 million of the excise tax liability during the year ended December 31, 2023, which was recorded as accrued expenses under current liabilities on the consolidated balance sheet. During the year ended December 31, 2024, the Company made a total of $0.5 million payments for the excise tax. As of December 31, 2024, the remaining balance of the excise tax liability recorded as accrued expenses was $0.8 million.

Nature of Operations and Basis of Presentation (Policies)

12 Months Ended

Dec. 31, 2024

Accounting Policies [Abstract]

Basis of Presentation and Principles of Consolidation

Segments

non-opioid

Use of Estimates

Customer and Supplier Concentration Risk

Fair Value Measurements

Level 1—

Observable inputs such as unadjusted, quoted prices in active markets for identical assets or liabilities at the measurement date;

Level 2—

Level 3—

Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.

Cash, Cash Equivalents and Restricted Cash

Cash equivalents were immaterial as of December 31, 2024 and 2023.


	December 31, 2024		December 31, 2023
Cash and cash equivalents	$	3,272	$	3,921
Restricted cash		—		808

Total cash, cash equivalents, and restricted cash	$	3,272	$	4,729

Accounts Receivable, Net

Inventory

The Company determines inventory cost on a

first-in,

first-out

on-hand

pre-launch

inventory costs prior to regulatory approval. As of December 31, 2024 and 2023, the Company’s inventory was primarily comprised of finished goods.

Property and Equipment, Net

Acquisitions

The Company accounts for business combinations using the acquisition method of accounting, which requires that assets acquired, including

in-process

Goodwill and Other Long-Lived Assets

non-generic

Contingent Consideration

Distinguishing Liabilities from Equity, and Topic 815, Derivatives and Hedging

, contingent consideration arrangements assumed in an asset acquisition will be measured and accrued when such contingency is resolved.

Warrants

In accordance with ASC Subtopic

No. 815-40,

Contracts on an Entity’s Own Equity,

paid-in

recognized in the consolidated statement of operations. The Company estimates the value of these warrants using a Black-Scholes option pricing formula.

Debt

Convertible Debentures and the Oramed Note

Convertible Debentures, the Oramed Note, FSF Deposit and Tranche B Notes

The Company has elected the fair value option to account for the Convertible Debentures, the FSF Deposit, the Tranche B Notes (each as defined in Note 2 “

Liquidity and Going Concern

” below) and the Oramed Note (as defined in Note 4 “

Fair Value Measurements

Purchased Revenue Liability

Derivative Liabilities

Research and Development Costs

Research and Development

Income Taxes

The provisions of the FASB ASC Topic 740,

Income Taxes

, address the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the consolidated financial statements. Under ASC Subtopic

740-10,

Leases

The Company determines if an arrangement is a lease at inception. Operating lease

right-of-use

Revenue Recognition

The Company’s revenue is generated from product sales within the United States. The Company does not incur significant direct costs to obtain contracts with its customers.

Revenue from product sales is comprised of sales of ZTlido, ELYXYB and GLOPERBA. The Company’s performance obligation with respect to sales of ZTlido, ELYXYB and GLOPERBA is satisfied at a

point-in-time,

Rebates and Chargebacks

Prompt Payment Discounts

Service Fees

Product Returns

Co-Payment

Assistance

Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive

co-

payment assistance. The Company accrues for

co-payment

assistance based on actual program participation and estimates of program redemption using data provided by third-party administrators.

Co-payment

assistance is presented as accrued rebates and fees under current liabilities within the Company’s consolidated balance sheets.

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718,

Compensation—Stock Compensation

non-employee’s

vesting period. The Company accounts for forfeitures as incurred.

Treasury Stock

The Company uses the cost method to account for repurchases of its stock. In the computation of net (loss) income per share, treasury shares are not included as part of the outstanding shares.

Net Loss per Share

Basic and diluted net loss per share attributable to common stockholders is presented in conformity with the

two-class

method required for participating securities.

Under the

two-class

In accordance with FASB ASC 260,

Earnings Per Share,

Recently Adopted Accounting Pronouncements

Recent Accounting Pronouncements

In November 2023, the FASB issued ASU

No. 2023-07,

Improvements to Reportable Segment Disclosures

In December 2023, the FASB issued ASU

2023-09,

Income Taxes

In November 2024, the FASB issued ASU

2024-03,

Income Statement—Reporting Comprehensive Income—Expense Disaggregation Disclosures

, which will require additional expense disclosures for all public entities.

2024-03

In November 2024, the FASB issued ASU

2024-04,

Debt—Debt with Conversion and Other Options

, which clarify the requirements for determining whether certain settlements of convertible debt instruments should be accounted for as an induced conversion. ASU

2024-04

2020-06.

The Company is currently evaluating the impact of this amendment on its consolidated financial statements.

Debt - Schedule of Tranche B Notes (Details) $ in Thousands	3 Months Ended
Debt - Schedule of Tranche B Notes (Details) $ in Thousands	Dec. 31, 2024 USD ($)
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Ending Balance as of December 31, 2024	$ 23,560
Tranche B Notes [Member]
Debt Securities, Held-to-Maturity, Allowance for Credit Loss [Line Items]
Conversion of Tranche B notes	(9,255)
Repayment of Tranche B Notes	(3,283)
Change in fair value of Tranche B Notes	(6,641)
Ending Balance as of December 31, 2024	$ 23,560