Material Event Form 8 K

As previously disclosed by Scilex Holding Company (the "Company"), as a result of the Company's failure to timely file its Quarterly Report on Form 10-Qfor the quarter ended September 30, 2024 (the "Q3 Form 10-Q"), the Company expected that, among other things, it would be in default under the senior secured promissory note (the "Oramed Note") issued on September 21, 2023, by the Company to Oramed Pharmaceuticals Inc. ("Oramed") and the Tranche B senior secured convertible notes, issued by the Company to certain institutional investors and Oramed (collectively, the "Investors") on October 8, 2024 (the "Tranche B Notes" and together with the Oramed Note, the "Existing Notes"), which could have resulted in the accelerated payment of the Company's obligations under the Existing Notes and provide the holders thereof various remedies under the Existing Notes, including penalty interest and liquidated damages. An event of default under the Existing Notes would, among other things, allow the holder of the Oramed Note to elect to immediately accelerate the due date of such note and, in the case of the Tranche B Notes, all of the holders thereof to require that the Company redeem such notes in accordance with the terms thereof, in each case unless the holders amend such Existing Notes to eliminate, defer or otherwise waive such event of default (to the extent a waiver alone is sufficient to eliminate certain rights), including any default interest rates, liquidated damages or similar penalties that would arise pursuant to the terms of such Existing Notes upon an event of default that is not cured within the applicable periods set forth in the Existing Notes. The Company continues to work towards filing its Q3 Form 10-Qas soon as possible.

Oramed Waiver

On November 21, 2024, the Company and Oramed entered into a Waiver and Consent under the Oramed Note (the "Oramed Waiver"), pursuant to which Oramed agreed to waive (i) the Company's failure to file and deliver the Q3 Form 10-Qand the Company's quarterly financial statements by November 14, 2024, and (ii) the Company's failure to give notice of such breach, each as required pursuant to the terms of the Oramed Note (the "Oramed Note Event of Default"). In connection with such waiver, the Company agreed (i) to deliver the quarterly financial statements for the fiscal quarter ending September 30, 2024 (the "September 2024 Financial Statements") on or before January 20, 2025 and (ii) to engage a new independent registered public accounting firm to provide the September 2024 Financial Statements, which firm shall be one of a list of firms separately provided by the Company to Oramed or a firm of substantially the same reputation and national standing. As a result of the foregoing, there is presently no event of default under the Oramed Note as a result of the Company's failure to file the Q3 Form 10-Qby November 14, 2024.

The initial aggregate principal amount of the Oramed Note was $101.875 million. As of the date of this Current Report on Form 8-K,the remaining principal amount under the Oramed Note is approximately $37.0 million.

The foregoing summary of the Oramed Waiver does not purport to be complete and is qualified in its entirety by reference to the full text of the Oramed Waiver, a copy of which is filed herewith as Exhibit 10.1 and is incorporated herein by reference.

Tranche B Waiver and Consent

On November 21, 2024, the Company entered into a Waiver and Consent with each of (i) Nomis Bay Ltd and BPY Limited (the "Murchinson Waiver and Consent"), (ii) Oramed (the "Oramed Waiver and Consent") and (iii) 3i, LP (the "3i Waiver and Consent" and, together with the Murchinson Waiver and Consent and the Oramed Waiver and Consent, the "Tranche B Waiver and Consent"), respectively, pursuant to which each of the Investors agreed to waive (i) the Company's failure to file and deliver the Q3 Form 10-Qby November 14, 2024 (as such date was extended pursuant to Rule 12b-25under the Securities Exchange Act of 1934 until November 19, 2024), (ii) the cross-default pursuant to the terms of the Tranche B Notes as a result of the Oramed Note Event of Default, and (iii) the Company's requirement to give notice of such breach, each as required pursuant to the terms of the Tranche B Notes (collectively, the "Tranche B Notes Event of Default"); provided that the Q3 Form 10-Qshall be due no later than January 20, 2025. As a result of the foregoing, there is presently no event of default under the Tranche B Notes as a result of the Company's failure to file the Q3 Form 10-Qby November 14, 2024.

2

The initial aggregate principal amount of the Tranche B Notes was $50.0 million. As of the date of this Current Report on Form 8-K,the Investors have previously converted approximately $9.0 million of the aggregate principal amount (plus applicable interest and make-whole amount) of the Tranche B Notes into the Company's common stock, par value $0.0001 per share (the "Common Stock"), whereby the remaining principal amount under the Tranche B Notes is approximately $41.0 million.

The foregoing summaries of the Murchinson Waiver and Consent, the Oramed Waiver and Consent and the 3i Waiver and Consent do not purport to be complete and are qualified in their entireties by reference to the full text of these agreements, a copy of each of which is filed herewith as Exhibit 10.2, Exhibit 10.3 and Exhibit 10.4, respectively, and is incorporated herein by reference.