Scilex To Exchange $200M In Semnur Stock For $200M In Bitcoin Under Securities Purchase Agreement With Institutional Investor

Author: Benzinga Newsdesk | September 23, 2025 10:02am

Scilex Holding Company ("Scilex" or the "Company") (NASDAQ:SCLX), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, today announced that it has signed a Securities Purchase Agreement ("SPA") with the institutional investor to exchange $200 million of common stock of its majority owned subsidiary, Semnur Pharmaceuticals, Inc. ("Semnur") (OTC:SMNR, SMNRW))), held by Scilex for $200 million in Bitcoin (BTC).

The institutional investor will purchase a total of 12,500,000 shares of Semnur common stock held by Scilex for $16.00 per Semnur share (in each case subject to adjustment for stock splits, stock dividends, recapitalizations, reorganizations, reclassification, combinations, reverse stock splits or other similar events occurring after the date of the SPA). The transactions contemplated by the SPA are subject to customary closing conditions, including regarding the accuracy of the parties' respective representations and warranties as well as the performance of the parties' respective covenants, and is expected to close on or about September 23, 2025.

Posted In: SCLX SMNR