Material Agreement Form 8 K

As previously announced, on September 20, 2024, Scilex Holding Company (the "Company") and Oramed Pharmaceuticals Inc. ("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 Tranche A Note on the March 21, 2025 and (y) $300,000 of such payment to purchase the Purchased Warrants (as defined in the Letter Agreement).

On October 2, 2024, the Company and Oramed entered into a Consent and Side Letter, pursuant to which Oramed agreed to extend the due date of the September 23, 2024 payment to October 7, 2024. Oramed has agreed to further extend such due date to October 8, 2024 to allow additional time to close the Company's convertible debt financing that was announced earlier today.

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