06/24/2026 | Press release | Distributed by Public on 06/24/2026 14:53
Item 5.07. Submission of Matters to a Vote of Security Holders.
On June 24, 2026, Scilex Holding Company (the "Company") held its 2026 Annual Meeting of Stockholders (the "Meeting"). At the Meeting, a total of (i) 29,057,097 shares of the Company's Series A preferred stock, $0.0001 par value per share (the "Series A Preferred Stock"), or 100% of the 29,057,097 shares of Series A Preferred Stock, issued and outstanding, and (ii) 5,389,081 shares of the Company's common stock, $0.0001 par value per share (the "Common Stock"), or approximately 63.5% of the 8,491,267 shares of Common Stock, issued and outstanding, both as of the close of business on April 28, 2026, the record date for the Meeting, were represented virtually or by proxy.
The holder of Series A Preferred Stock was entitled to vote, together with the holders of Common Stock and not separately as a class, on an as converted to Common Stock basis for an aggregate of 848,106 votes as a result of the adjustments to the deemed conversion price of such preferred stock in accordance with the Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022.
At the Meeting, the Company's stockholders considered three proposals, each of which is described in more detail in the Company's definitive proxy statement filed with the Securities and Exchange Commission on April 30, 2026.
Set forth below is a brief description of each proposal voted upon at the Meeting and the voting results with respect to each proposal.
Proposal No. 1: To elect the following nominee as a Class I director to serve until the Company's 2029 Annual Meeting of Stockholders.
|
Nominee |
For |
Withhold |
Broker Non-Votes |
|
Dorman Followwill |
3,945,473 |
410,969 |
1,880,745 |
Proposal No. 2: To ratify the appointment of BPM LLP as the Company's independent registered public accounting firm for the Company's fiscal year ending December 31, 2026.
|
For |
Against |
Abstentions |
|
5,956,622 |
207,998 |
72,567 |
Proposal No. 3: To approve the amendment to the Company's 2022 Equity Incentive Plan (as amended) to (i) increase the number of shares authorized for issuance thereunder by 1,300,000 shares to 2,765,789 shares and (ii) increase the number of shares authorized for issuance thereunder pursuant to the exercise of ISOs to 2,765,789 shares.
|
For |
Against |
Abstentions |
Broker Non-Votes |
|
3,337,435 |
1,009,991 |
9,016 |
1,880,745 |