Henry Ji - Sep 22, 2023 Form 3 Insider Report for Scilex Holding Co (SCLX)

Role
Executive Chairperson, Director
Signature
/s/ Jaisim Shah, as Attorney-in-Fact
Stock symbol
SCLX
Transactions as of
Sep 22, 2023
Transactions value $
$0
Form type
3
Date filed
10/2/2023, 06:11 AM
Previous filing
Mar 20, 2023
Next filing
Oct 5, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding SCLX Common Stock 305K Sep 22, 2023 Direct
holding SCLX Common Stock 292K Sep 22, 2023 See Footnote F1
holding SCLX Common Stock 5.64K Sep 22, 2023 By Spouse
holding SCLX Common Stock 70 Sep 22, 2023 By BioVintage, Inc.
holding SCLX Common Stock 2.75K Sep 22, 2023 By BioVintage, Inc. F2, F3

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
holding SCLX Incentive Stock Option (right to buy) Sep 22, 2023 Common Stock 232K $1.73 Direct F4
holding SCLX Nonstatutory Stock Option (right to buy) Sep 22, 2023 Common Stock 1.8M $1.73 Direct F4
holding SCLX Nonstatutory Stock Option (right to buy) Sep 22, 2023 Common Stock 9M $8.08 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Shares are held in family trusts of which the Reporting Person is a co-trustee with his spouse.
F2 On December 30, 2022, the Board of Directors of Sorrento Therapeutics, Inc. ("Sorrento") declared a stock dividend (the "Dividend") to all holders of record of its common stock as of the close of business on January 9, 2023, of 0.1410127 of a share of common stock, par value $0.0001 per share, of the Issuer ("Scilex Common Stock") for each one share of common stock, par value $0.0001 per share, of Sorrento ("Sorrento Common Stock"). The Reporting Person wrote a put option in Sorrento Common Stock on August 26, 2022 (the "Put Option"), which was adjusted as a result of the Stock Dividend to relate to an aggregate of 19,500 shares of Sorrento Common Stock and 2,749 shares of Scilex Common Stock and to reflect a corresponding change to the exercise price of the Put Option to $0.80268 per share of Sorrento Common Stock and $8.6002 per share of Scilex Common Stock.
F3 (Continued from footnote 2) The Put Option settled on March 17, 2023 and resulted in the Reporting Person becoming entitled to receive 2,749 shares of Scilex Common Stock at a price of $8.6002 per share of Scilex Common Stock, upon the expiration of the lock-up on such shares which is currently set to expire on March 31, 2024.
F4 25% of the original number of shares subject to the option vested on March 18, 2020, and 1/36th of the remaining number of shares subject to the option have vested and shall vest on a monthly basis thereafter, subject to the Reporting Person's continued service to the Issuer through each such vesting date.
F5 1/48th of the shares subject to the option have vested and shall vest on a monthly basis following the grant date, subject to the Reporting Person's continued service to the Issuer through each such vesting date.

Remarks:

Exhibit 24 - Power of Attorney