Scilex Holding Co 2025年季度报告

FORM 10-Q ☐QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934For the quarterly period ended: September 30, 2024☐TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF1934For the transition period fromtoCommission File Number 001-39852 Scilex Holding Company(Exact Name of Registrant as Specified in Its Charter) Delaware92-1062542(State or Other Jurisdiction ofIncorporation or Organization)(I.R.S. EmployerIdentification No.)960 San Antonio RoadPalo Alto, CA94303(Address of Principal Executive Offices)(Zip Code)(650) 516-4310(Registrant’s telephone number, including area code) Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities ExchangeAct of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has beensubject to such filing requirements for the past 90 days.☐Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant toRule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrantwas required to submit such files).☐Yes☐No Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reportingcompany, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company”and “emerging growth company” in Rule 12b-2 of the Exchange Act: If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complyingwith any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.☐Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☐NoAs of January 14, 2025, the registrant had 243,312,885 shares of common stock, par value $0.0001, outstanding. SCILEX HOLDING COMPANY TABLE OF CONTENTS PART I.FINANCIAL INFORMATION1 Item 1.Financial Statements (Unaudited)1Condensed Consolidated Balance Sheets1Condensed Consolidated Statements of Operations and Comprehensive Loss2Condensed Consolidated Statements of Stockholders’ Deficit3Condensed Consolidated Statements of Cash Flows5Notes to Unaudited Condensed Consolidated Financial Statements6Item 2.Management’s Discussion and Analysis of Financial Condition and Results of Operations39Item 3.Quantitative and Qualitative Disclosures About Market Risk61Item 4.Controls and Procedures61 PART II.OTHER INFORMATION62 Item 1.Legal Proceedings62Item 1A.Risk Factors63Item 2.Unregistered Sales of Equity Securities and Use of Proceeds82Item 3.Defaults Upon Senior Securities82Item 4.Mine Safety Disclosures82Item 5.Other Information82Item 6.Exhibits84Signatures89 In this Quarterly Report on Form 10-Q, unless the context requires otherwise, references to the “Company”,“Scilex”, “we”, “us”, “our”, and similar terms refer to Scilex Holding Company, a Delaware corporation formerlyknown as Vickers Vantage Corp. I (“Vickers”), and its consolidated subsidiaries. References to “Legacy Scilex”refer to the private Delaware corporation that is now our wholly owned subsidiary and named Scilex, Inc.(formerly known as “Scilex Holding Company”). On November 10, 2022, we consummated a business combination pursuant to the Agreement and Plan ofMerger, dated as of March 17, 2022 (as amended, the “Merger Agreement”), by and among Vickers, VantageMerger Sub Inc. (“Merger Sub”), a wholly owned subsidiary of Vickers, and Legacy Scilex. Pursuant to theterms of the Merger Agreement, the business combination (herein referred to as the “Business Combination” or“reverse recapitalization” for accounting purposes) between Vickers and Legacy Scilex was effected through themerger of Merger Sub with and into Legacy Scilex with Legacy Scilex surviving as Vickers’s wholly ownedsubsidiary. In connection with the Business Combination, Vickers changed its name from Vickers Vantage Corp.I to Scilex Holding Company. Unless otherwise noted or the context requires otherwise, references to our “Common Stock” refer to ourcommon stock, par value $0.0001 per share. CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS Certain statements contained in this Quarterly Report on Form 10-Q may constitute “forward-looking statements”for purposes of federal securities laws. Such statements can be identified by the fact that they do not relate strictlyto historical or current facts. Forward-looking statements appear in a number of places in this Quarterly Report onForm 10-Q including, without limitation, in the section titled “Management’s Discussion and Analysis ofFinancial Condition and Results of Operations.” In addition, any statements that refer to projections, forec