Scilex Holding Co 2024年度报告

Securities registered pursuant to Section 12(g) of the Act: None 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 Exchange Act of 1934 during the preceding 12 months (or for such shorterperiod that the registrant was required to file such reports), and (2) has been subject 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 to Rule 405 of Regulation S-T (Section 232.405 of this chapter)during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, 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: Large accelerated filer☐Non-accelerated filer☒ If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards providedpursuant to Section 13(a) of the Exchange Act.☒ Indicate by check mark whether the registrant has filed a report on and attestation to its management’s assessment of the effectiveness of its internal control over financial reporting under Section 404(b) ofthe Sarbanes-Oxley Act (15 U.S.C. 7262(b)) by the registered public accounting firm that prepared or issued its audit report.☐If securities are registered pursuant to Section 12(b) of the Act, indicate by check mark whether the financial statements of the registrant included in the filing reflect the correction of an error to previously issued financial statements.☐ Indicate by check mark whether any of those error corrections are restatements that required a recovery analysis of incentive-based compensation received by any of the registrant’s executive officersduring the relevant recovery period pursuant to §240.10D-1(b).☐ Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).☐Yes☒NoBased upon the closing sale price of the registrant’s common stock on June 30, 2024 (the last trading day of the registrant’s second fiscal quarter of 2024), as reported on the Nasdaq Capital Market, the aggregate market value of the voting stock held by non-affiliates of the registrant was approximately $233.12million. Solely for purposes of this disclosure, shares of common stock held by executiveofficers and directors of the registrant as of such date have been excluded because such persons may be deemed to be affiliates. DOCUMENTS INCORPORATED BY REFERENCE Portions of the Registrant’s Definitive Proxy Statement relating to the 2025 Annual Meeting of Stockholders, which will be filed with the Securities and Exchange Commission within 120 days after theend of the Registrant’s fiscal year ended December 31, 2024, are incorporated by reference into Part III of this Annual Report on Form 10-K. SCILEX HOLDING COMPANYANNUAL REPORT ON FORM 10-KFISCAL YEAR ENDED DECEMBER 31, 2024TABLE OF CONTENTS PART I Item 1.BusinessItem 1A.Risk FactorsItem 1B.Unresolved Staff CommentsItem 1C.CybersecurityItem 2.PropertiesItem 3.Legal ProceedingsItem 4.Mine Safety Disclosures PART II Item 5.Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of EquitySecurities118Item 6.[Reserved]119Item 7.Management’s Discussion and Analysis of Financial Condition and Results of Operations120Item 7A.Quantitative and Qualitative Disclosures About Market Risk141Item 8.Financial Statements and Supplementary Data141Item 9.Changes in and Disagreements with Accountants on Accounting and Financial Disclosure141Item 9A.Controls and Procedures141Item 9B.Other Information142Item 9C.Disclosure Regarding Foreign Jurisdictions that Prevent Inspections142 PART III Item 10.Directors, Executive Officers and Corporate Governance143Item 11.Executive Compensation143Item 12.Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters143Item 13.Certain Relationships and Related Transactions, and Director Independence143Item 14.Principal Accounting Fees and Services143 PART IV Item 15.Exhibits, Financial Statement Schedules144Item 16.Form 10-K Summary151 SCILEX HOLDING COMPANY As used in this Annual Report on Form 10-K, unless the context requires otherwise, references to the “Company”, “Scilex”, “we”,“us”, “our”, and similar terms refer to Scilex Holding Company, a Delaware corporation formerly known as Vickers Vantage Corp. I(“Vickers”), and its consolidated subsidiaries. References to “Legacy Scilex” refer to the private Delaware corporation that is nowour wholly owned subsidiary an