Form 4: Scilex Sells $200M Semnur Stake for Bitcoin

Scilex Holding Co and Scilex, Inc. sold 12.5 million Semnur shares for $200 million, paid in Bitcoin.

Summary

• Scilex Holding Co and Scilex, Inc. (Reporting Persons) reported the sale of common stock in Semnur Pharmaceuticals, Inc. (Issuer).
• The transaction took place on September 23, 2025, as per a Securities Purchase Agreement with Biconomy PTE.LTD, the buyer.
• A total of 12,500,000 shares of Semnur Pharmaceuticals, Inc. common stock were disposed of directly by Scilex Holding Co.
• The shares were sold at a price of $16 per share, resulting in total proceeds of $200,000,000.
• Payment for the shares was made in Bitcoin blockchain, with the value determined by the spot exchange rate published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the closing date.
• Following the transaction, Scilex Holding Co directly beneficially owns 500,000 shares.
• Scilex Holding Co indirectly beneficially owns 181,804,849 shares through Scilex, Inc. and 6,250,000 shares through Scilex Bio, Inc.
• Scilex Holding Co and Scilex, Inc. are identified as a Director and a 10% Owner of Semnur Pharmaceuticals, Inc.

Sentiment

Score: 6

Explanation: The transaction involves a significant divestment, which can be viewed neutrally or with slight concern regarding the reporting person's long-term commitment to the issuer. However, the substantial cash equivalent received ($200M) and the innovative payment method (Bitcoin) could be seen as positive for the reporting person's liquidity and strategic flexibility. The impact on the issuer (Semnur) is not explicitly detailed, but a large sale by a 10% owner could be perceived negatively by the market.

Positives

• A significant capital inflow of $200 million was generated from the sale of Semnur Pharmaceuticals, Inc. common stock.
• The transaction was executed at a specific valuation of $16 per share, providing clarity on the value realized for the disposed shares.
• Acceptance of Bitcoin as payment could offer strategic advantages, such as diversification of assets or access to new financial ecosystems for the reporting persons.

Negatives

• The reporting person, Scilex Holding Co, reduced its direct ownership stake in Semnur Pharmaceuticals, Inc.
• Receiving payment in Bitcoin introduces exposure to cryptocurrency market volatility, which could impact the ultimate realized value in fiat currency.

Risks

• **Volatility of Bitcoin:** The value of the $200 million payment received is subject to the highly fluctuating spot exchange rate of Bitcoin, which could lead to significant changes in its fiat currency equivalent value post-transaction.
• **Market Perception of Divestment:** A substantial sale by a 10% owner and director could be interpreted negatively by the market, potentially signaling concerns about the future prospects or valuation of Semnur Pharmaceuticals, Inc.

Future Outlook

The filing does not provide explicit forward-looking statements or guidance beyond the details of the completed transaction and the method of payment.

Management Comments

• "The transactions reported on this Form 4 were effected pursuant to that certain Securities Purchase Agreement, dated September 23, 2025, by and among the Reporting Persons, the Issuer, and Biconomy PTE.LTD, as buyer."
• "The purchase price was paid in Bitcoin blockchain based on the spot exchange rate for Bitcoin as published by Coinbase.com at 8:00 p.m. (New York City time) on the trading day immediately prior to the closing date of the purchase."

Industry Context

This transaction represents a significant divestment by a major shareholder and director in a pharmaceutical company. The acceptance of Bitcoin as payment for such a substantial equity stake is a notable development, reflecting a growing trend of integrating cryptocurrency into traditional financial transactions, particularly in the context of strategic investments or divestments. This could set a precedent for how large-scale asset transfers are conducted in the future, potentially influencing other companies to consider alternative payment methods.

Comparison to Industry Standards

• NA

Stakeholder Impact

• **Shareholders of Semnur Pharmaceuticals, Inc.:** May perceive the significant divestment by a 10% owner and director as a signal regarding the company's future prospects, potentially leading to increased scrutiny or price volatility.
• **Scilex Holding Co Shareholders:** The receipt of $200 million in Bitcoin could impact Scilex's financial position, liquidity, and exposure to cryptocurrency markets, which may be viewed positively for capital allocation or negatively due to volatility.

Next Steps

• The filing does not explicitly mention future actions or milestones related to this transaction.

Key Dates

Keywords

Scilex Holding Co, Semnur Pharmaceuticals, Biconomy PTE.LTD, Stock Sale, Form 4, SEC Filing, Bitcoin Payment, Equity Transaction, 10% Owner, Divestment