EX-10.5
from 8-K
60 pages
Purchase and Sale Agreement Dated as of October 8, 2024 by and Among Scilex Holding Company, Scilex Pharmaceuticals Inc., as the Seller Parties and Efshar Hataya Ltd, Oramed Pharmaceuticals Inc., and 3i, LP as the Purchasers
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EX-10.1
from 8-K
5 pages
Reference Is Made to (I) That Certain Securities Purchase Agreement, Dated as of September 21, 2023 (The “Spa”), Among Scilex Holding Company, a Delaware Corporation (The “Company”), Oramed Pharmaceuticals Inc., a Delaware Corporation (“Oramed”) as the Initial Purchaser, and Acquiom Agency Services LLC, a Colorado Limited Liability Company, as Agent, (II) That Certain Senior Secured Promissory Note, Dated as of September 21, 2023 (The “Note”), Issued by the Company to Oramed, as Holder (“Holder”), (III) All Related Transaction Documents, as Defined in the Spa, and (IV) That Certain Warrant to Purchase Common Stock No. ORMP Cs-5 (As Amended, Restated, Supplemented and Modified From Time to Time in Accordance With Its Terms, the “Cs-5 Warrant”), Dated as of September 21, 2023 and Issued by the Company to Oramed (Pursuant to Which Oramed May Purchase Up to 2,125,000 Shares of Common Stock, Par Value $0.0001 Per Share, of the Company (The “Common Stock”) (Subject to Adjustment as Provided Therein). Section 1 Definitions. Capitalized Terms Used but Not Defined Herein Are Used With the Respective Meanings Assigned to Them in the Spa or the Note, as Applicable. Section 2 Limited Consent. (A) Notwithstanding Any Provision to the Contrary in the Spa, the Note or Any Other Transaction Document, the Company and the Holder Constituting All Holders Under the Note Hereby Agree as Follows
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