SCLX Stock Acquisition JV LLC - Jan 2, 2025 Form 4 Insider Report for Scilex Holding Co (SCLX)

Role: 10%+ Owner
Signature: /s/ Xiao Xu, Sole Manager
Stock symbol: SCLX
Transactions as of: Jan 2, 2025
Transactions value $: $0
Form type: 4
Date filed: 1/6/2025, 07:12 PM
Previous filing: Sep 29, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SCLX	Common Stock	Other		-5M	-8.32%		55.1M	Jan 2, 2025	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Transferred pursuant to the terms of a Deferral and Consent Letter (collectively, the "Consent Letters") the Issuer and the Reporting Person entered into with each of (i) Nomis Bay Ltd and BPY Limited, (ii) Oramed Pharmaceuticals Inc. ("Oramed") and (iii) 3i, LP, respectively (collectively, the "Noteholders") for the deferral of certain amortization payments owned by the Issuer to the Noteholders. Under the terms of the Consent Letters and in consideration for such deferrals and to limit the Noteholders' right to exercise certain secured creditor remedies (including recourse against the assets of the Reporting Person as a grantor under the Security Agreement (as defined in the Consent Letters)),
F2	(continued from footnote 1) the Reporting Person transferred to the Noteholders an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share of the Issuer, held by the Reporting Person, 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.

Content

Transferred pursuant to the terms of a Deferral and Consent Letter (collectively, the "Consent Letters") the Issuer and the Reporting Person entered into with each of (i) Nomis Bay Ltd and BPY Limited, (ii) Oramed Pharmaceuticals Inc. ("Oramed") and (iii) 3i, LP, respectively (collectively, the "Noteholders") for the deferral of certain amortization payments owned by the Issuer to the Noteholders. Under the terms of the Consent Letters and in consideration for such deferrals and to limit the Noteholders' right to exercise certain secured creditor remedies (including recourse against the assets of the Reporting Person as a grantor under the Security Agreement (as defined in the Consent Letters)),

(continued from footnote 1) the Reporting Person transferred to the Noteholders an aggregate of 5,000,000 shares of common stock, par value $0.0001 per share of the Issuer, held by the Reporting Person, 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.