Scilex files NT 10-K, needs more time for financial statements including Vivasor consolidation

Scilex Holding Company (Nasdaq: SCLX) told the SEC on April 1, 2026 that it could not file its annual report on Form 10-K for the fiscal year ended December 31, 2025 by the March 31, 2026 due date. It made the disclosure in a Form NT 10-K, the notification of late filing that companies file under Rule 12b-25. The company says it anticipates filing the 10-K no later than April 15, 2026.

Why the filing is late

Scilex says it has determined that it cannot file the 10-K by March 31, 2026 without unreasonable effort or expense. The stated reason is that it "requires more time to finalize its financial statements to be included in such Form 10-K, including the consolidation of Vivasor Holding Company." The company says it is working diligently to complete the report as soon as practicable.

On the form, Scilex checks the box saying the annual report will be filed on or before the fifteenth calendar day after the prescribed due date. Scilex puts that date at April 15, 2026.

What the company answered on the form

Chief Financial Officer Stephen Ma is named as the person to contact about the notice, and he signed it on behalf of the company on April 1, 2026. The form asks whether all other periodic reports due during the preceding 12 months have been filed. Scilex checked yes.

The form also asks whether the company anticipates any significant change in its results of operations from the prior fiscal year. Scilex checked no.

Risks the company flags

The forward-looking statements section says the company's beliefs relate to the filing of the 10-K and the results of the ongoing review. It lists the risk factors that could cause actual events to differ. One is a material delay in financial reporting, including the possibility that Scilex will not be able to file its 10-K within the extension that Rule 12b-25 permits. Another is the possibility that the ongoing review may identify errors or control deficiencies in the company's accounting practices. The company says it undertakes no obligation to update these statements, except as required by law.

About the company

In its annual report on Form 10-K filed March 31, 2025, Scilex described itself as a revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for acute and chronic pain. That report lists three commercial products. ZTlido is a lidocaine topical system 1.8% that the FDA approved for neuropathic pain associated with postherpetic neuralgia, a form of post-shingles nerve pain. ELYXYB is an oral solution for the acute treatment of migraine in adults. GLOPERBA is a liquid oral version of colchicine for the prophylaxis of painful gout flares in adults, which launched in June 2024.

The report also lists three product candidates. SP-102 (SEMDEXA) is a gel formulation of a corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, and the company says it has completed a Phase 3 study. SP-103 is a lidocaine topical system 5.4% for acute pain, with a Phase 2 trial in acute low back pain completed. SP-104 is a low-dose naltrexone hydrochloride delayed-release capsule being developed for fibromyalgia, with Phase 1 trials completed.

According to the report, Scilex launched ZTlido in October 2018. ZTlido is commercially manufactured for the company by Oishi Koseido Co., Ltd. in Japan.

The notice lists the company's address as 960 San Antonio Road, Palo Alto, California 94303. The SEC file number on the form is 001-39852.

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