Scilex Holding Company sets November 7, 2024 as the Record Date for a Dividend of Preferred Stock Exchangeable for up to 10% of Scilex's Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary

Core Points - Scilex Holding Company has set a record date of November 7, 2024, for a dividend of preferred stock to its stockholders and certain other securityholders [2][4] - The dividend consists of 5,000,000 shares of Series 1 Mandatory Exchangeable Preferred Stock, which will be exchangeable for up to 10% of Scilex's ownership interest in Semnur Pharmaceuticals, Inc. following a business combination [3][4] - The business combination between Semnur and Denali Capital Acquisition Corp. is expected to close by the first quarter of 2025, with a pre-transaction equity value of Semnur estimated at $2.5 billion [1][2] - SP-102 (SEMDEXA™), a product candidate held by Semnur, is projected to have peak sales potential of $3.6 billion annually in the fifth year post-launch [1][9] Company Overview - Scilex is focused on acquiring, developing, and commercializing non-opioid pain management products for acute and chronic pain [6][8] - The company’s commercial products include ZTlido®, ELYXYB®, and Gloperba®, which target high unmet needs in pain management [6][7] - Scilex has three product candidates in development: SP-102, SP-103, and SP-104, with various stages of clinical trials and FDA designations [7][9] Business Combination Details - The business combination will involve a registration statement filed with the SEC by the end of October 2024 [1][2] - The Series 1 Preferred Stock will automatically exchange for a pro-rata portion based on Scilex's ownership in Semnur or a maximum of $200 million, depending on the closing price of Semnur's common stock [3][4] - The dividend payment is contingent upon the Board's decisions and the effectiveness of the filing with the Secretary of State of Delaware [2][4]