Scilex files NT 10-Q late filing notice, expects first quarter 10-Q by May 20, 2026

Scilex Holding Company (Nasdaq: SCLX) told the SEC on May 15, 2026 that it cannot file its quarterly report on Form 10-Q for the quarter ended March 31, 2026, by the due date. The company filed a Form NT 10-Q, the late filing notice under Rule 12b-25, the same day. It expects to file the report no later than May 20, 2026.

What the notice says

The reason given in Part III is that the company needs more time to finalize the financial statements for the 10-Q, including the consolidation of Vivasor Holding Company. Scilex says it is working diligently to complete the report as soon as practicable. The company checked the box saying the reason could not be eliminated without unreasonable effort or expense, and it checked the box for the five-day extension that applies to quarterly reports.

In Part IV, Scilex answered yes when asked whether it had filed all other periodic reports required in the past 12 months. It answered no when asked whether it expected a significant change in results of operations from the same period a year earlier. The contact is Stephen Ma, Chief Financial Officer, who signed the notice on May 15, 2026. The principal executive office is at 960 San Antonio Road in Palo Alto, California.

The notice also carries a forward-looking statements section. It names two risks. The first is a material delay in financial reporting, including the possibility that the 10-Q will not be filed within the Rule 12b-25 extension. The second is that the ongoing review may identify errors or control deficiencies in the company's accounting practices.

Why the consolidation matters

The notice does not describe the Vivasor transaction in detail. The financial data in the annual report refer to a business combination with Vivasor Holding Company, and the notice says the consolidation of that company is one of the items still being finished. The notice does not quantify what the consolidation could change.

The 2025 annual report

Scilex's annual report on Form 10-K for 2025 describes the company as a revenue-generating business focused on acquiring, developing and commercializing non-opioid pain management products. Its first listed commercial product is ZTlido, a lidocaine topical system at 1.8%, approved by the FDA for neuropathic pain associated with postherpetic neuralgia, which is a form of post-shingles nerve pain. ELYXYB is the second listed commercial product.

The report's auditors and management flag a going-concern problem. The company says its recurring losses from operations, negative cash flows and substantial cumulative net losses raise substantial doubt about its ability to continue as a going concern. The report puts the accumulated deficit at approximately $921.8 million as of December 31, 2025, compared with approximately $563.1 million a year earlier.

The report also warns that the company may not be able to generate enough cash to service its indebtedness and other liquidity needs. It says any refinancing could carry higher interest rates and could require the company to meet more onerous covenants, which could restrict its operations further.

What the late filing leaves open

The notice gives no figures for the quarter and does not explain why the consolidation takes longer than the company expected. The May 20, 2026 target is the company's own estimate, and the notice says only that it anticipates filing by then.

The notice's own risk language also points to the possibility that the review will find errors or control deficiencies in the accounting. That would be a separate matter from the delay, and the notice does not say whether any such errors exist.

The notice is signed by Stephen Ma, Chief Financial Officer, and dated May 15, 2026.

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