Scilex signs SPA to exchange $200M of Semnur stock for $200M in Bitcoin

Scilex (SCLX) Holding Company announced that it has signed a Securities Purchase Agreement with the institutional investor to exchange $200M of common stock of its majority owned subsidiary, Semnur Pharmaceuticals, held by Scilex for $200M in Bitcoin. 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. 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. The offer and sale of the shares of Semnur common stock pursuant to the SPA are being made in transactions not involving a public offering. Scilex has engaged Biconomy.com to collaborate on future crypto currency strategies which includes crypto currency reserve build up, treasury management, and strategy implementation.