Insider filing report for Changes in Beneficial Ownership
- Schedule 13G & 13D forms are used to report a party's ownership of stock which exceeds 5% of a company's total stock issue.
- Schedule 13G is a shorter version of Schedule 13D with fewer reporting requirements.
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
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- Peter Lynch
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
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Scilex Holding Company (Name of Issuer) |
Common Stock, $0.0001 par value per share (Title of Class of Securities) |
80880W205 (CUSIP Number) |
Xiao Xu, Sole Manager SCLX Stock Acquisition JV LLC, 960 San Antonio Road Palo Alto, CA, 94303 650-516-4310 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
07/03/2026 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP No. | 80880W205 |
| 1 |
Name of reporting person
SCLX Stock Acquisition JV LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
 (b)
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| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
SC | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
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| 6 | Citizenship or place of organization
TEXAS
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| Number of Shares Beneficially Owned by Each Reporting Person With: |
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| 11 | Aggregate amount beneficially owned by each reporting person
30,029,378.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
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| 13 | Percent of class represented by amount in Row (11)
11.4 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
Comment for Type of Reporting Person:
Note to Rows 7, 9, 11: Comprised of (i) 958,263 shares of common stock, par value $0.0001 per share ("Common Stock"), of Scilex Holding Company (the "Issuer"), (ii) 14,018 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the date on which this Amendment No. 6 to Schedule 13D (this "Amendment No. 6") has been filed with the Securities and Exchange Commission ("SEC"), and (iii) 29,057,097 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer ("Series A Preferred Stock") which are entitled to vote, together with the holders of Common Stock, and not separately as a class, on an as converted to Common Stock basis on all matters on which the holders of shares of Common Stock have the right to vote (with the number of votes being determined by dividing the stated value (as determined under the Issuer's Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022 (the "Certificate of Designations")) by $10.00) and as of the date of this Amendment No. 6 such preferred stock is entitled to 848,106 votes as a result of adjustments to the conversion price of such preferred stock in accordance with the terms of the Certificate of Designations. Note to Row 13: Percent of class beneficially owned is calculated based on 8,491,267 shares of Common Stock outstanding as of May 15, 2026, plus 14,018 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person that are exer
cisable within 60 days of the date on which this Amendment No. 6 has been filed with the SEC. Shares of Series A Preferred Stock are not convertible into shares of Common Stock and therefore the 29,057,097 shares of Series A Preferred Stock held by the Reporting Person are not included in this percentage. The Reporting Person's aggregate voting power, including shares of Series A Preferred Stock (which as of the date of this Amendment No. 6 such preferred stock is entitled to 848,106 votes as a result of adjustments to the conversion price of such preferred stock in accordance with the terms of the Certificate of Designations) and assuming the exercise of all warrants held by the Reporting Person, is 19.3%.
SCHEDULE 13D
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| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.0001 par value per share | |
| (b) | Name of Issuer:
Scilex Holding Company | |
| (c) | Address of Issuer's Principal Executive Offices:
960 San Antonio Road, Palo Alto,
CALIFORNIA
, 94303. | |
Item 1 Comment:
EXPLANATORY NOTE: This Amendment No. 6 to Schedule 13D ("Amendment No. 6") amends and supplements the Schedule 13D filed with the Securities and Exchange Commission ("SEC") on September 29, 2023 (as amended to date, the "Schedule 13D"), relating to the common stock, par value $0.0001 per share ("Common Stock"), of Scilex Holding Company, a Delaware corporation (the "Issuer"). Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D. Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Schedule 13D is hereby amended and supplemented as follows: On April 15, 2025, the Issuer effected a reverse stock split of the Common Stock at a ratio of 1-for-35 (the "Reverse Stock Split"). The share information in this Amendment No. 6 reflects the effect of the Reverse Stock Split. On July 3, 2026, the Reporting Person entered into a letter agreement (the "Letter Agreement") with the Issuer and Quantum Scan Holdings, Inc. ("Q Scan"), pursuant to which the Reporting Person transferred 500,000 shares of Common Stock held by the Reporting Person to Q Scan in exchange for shares of common stock of Q Scan. The price at which such shares are being transferred to Q Scan will be based on the closing price of the shares of Issuer common stock on the Nasdaq Capital Market on the last trading day immediately prior to the transfer of such shares pursuant to the Letter Agreement. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | See responses to Items 11 and 13 on the cover page. | |
| (b) | See responses to Items 7, 8, 9 and 10 on the cover page. | |
| (c) | Except as set forth in this Amendment No. 6, the Reporting Person has not effected any transactinos of Common Stock or Series A Preferred Stock during the 60 days preceding the date of this report. | |
| (d) | Not applicable. | |
| (e) | Not applicable. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
Item 6 of the Schedule 13D is hereby amended and supplemented as follows: Item 4 above summarizes certain provisions of the Letter Agreement and is incorporated herein by reference. A copy of the Letter Agreement is attached as an exhibit to this Amendment No. 6 and is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Letter Agreement, dated July 3, 2026, by and among the Issuer, the Reporting Person and Quantum Scan Holdings, Inc. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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