Scilex Holding Company ("Scilex" or the "Company") (NASDAQ:SCLX), an innovative revenue-generating company focused on acquiring, developing, and commercializing non-opioid pain management products for the treatment of acute and chronic pain and neurodegenerative and cardiometabolic disease, today announced that its board of directors (the "Board") approved a dividend of Semnur Pharmaceuticals, Inc. ("Semnur") (OTC:SMNR) common stock held by the Company to its stockholders and certain other eligible equityholders of Scilex (collectively, the "Participating Holders"). The record date for the dividend is June 1, 2026 (the "Record Date").
The Participating Holders as of the Record Date will be entitled to receive one (1) share of common stock of Semnur for each share of Scilex common stock held (or for each share of common stock issuable or deemed issuable upon exercise or conversion of such other eligible securities). Scilex currently holds approximately 186 million shares of Semnur common stock and plans to distribute approximately 10.7 million of such shares to the Participating Holders based on the foregoing ratio.
The Record Date for the dividend may be changed by the Board for any reason at any time prior to the actual payment date, and payment of the dividend is conditioned upon the Board having not revoked the dividend prior to the payment date, including for a material change to the solvency or surplus analysis presented to the Board. Subject to the right of the Board to change the Record Date, the payment date for the dividend will be determined by subsequent resolutions of the Board, which payment date will be within 60 days following the Record Date (the "Payment Date").
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