Material Agreement Form 8 K

Item 1.01. Entry into a Material Definitive Agreement.

As previously disclosed by Scilex Holding Company (the "Company"), on September 21, 2023, the Company entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement (the "Scilex-Oramed SPA") with Oramed Pharmaceuticals Inc. ("Oramed") and the Agent (as defined therein).

Pursuant to the Scilex-Oramed SPA, among other things, on September 21, 2023, the Company issued to Oramed (i) a Senior Secured Promissory Note in an aggregate amount of $101,875,000 (the "Note"), (ii) warrants (the "Oramed Warrants") to purchase up to an aggregate of 13,000,000 (subject to adjustment as provided therein) shares of the Company's common stock, par value $0.0001 per share (the "Common Stock"), with an exercise price of $0.01 per share and restrictions on exerciseability, including that certain Warrant to Purchase Common Stock No. ORMP CS-5 (as amended, restated, supplemented and modified from time to time in accordance with its terms, the "CS-5 Warrant") and (iii) warrants (the "Purchased Warrants") to purchase an aggregate of 4,000,000 (subject to adjustment as provided therein) shares of Common Stock with an exercise price of $11.50 per share.

On September 20, 2024, the Company and Oramed entered into a Letter Agreement (the "Letter Agreement"), pursuant to which the Company agreed to pay to Oramed $2,000,000 (the "Specified September Payment") on September 23, 2024, which payment shall be applied as follows: (i) $1,700,000 of such payment shall be applied to the amortization payment due under the Note on the March 21, 2025 (the "Maturity Date") and (y) $300,000 of such payment to purchase the Purchased Warrants . Oramed shall transfer the Purchased Warrants to the Company not later than two business days following the date on which Oramed has received the Specified September Payment.

Pursuant to the Letter Agreement, the parties agreed that, notwithstanding the definition of the "Exercise Eligibility Date" in the CS-5 Warrant, Oramed may immediately exercise the CS-5 Warrant with respect to up to 1,062,500 (subject to adjustment as provided therein) shares of Common Stock subject to such warrant at any time after September 20, 2024.

The parties further agreed, upon receipt of the Specified September Payment, (i) that notwithstanding the minimum Liquidity (as defined therein) requirements set forth in Section 7(b)(x) of the Note, the Company and its Subsidiaries (as defined therein) shall be required to maintain the following minimum Liquidity during the specified time periods instead: from and after September 19, 2024 until the Maturity Date, $0, and (ii) to extend the due date of the $20,000,000 amortization payment from September 23, 2024 to September 30, 2024.

The foregoing description of the Letter Agreement does not purport to be complete and is qualified in its entirety by reference to the Letter Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 hereto, and is incorporated herein by reference.