In June 2017, the Board of Directors of the Company (the “Board”) adopted the Scilex Pharmaceuticals Inc. Equity Incentive Plan (the “Scilex Pharma 2017 Plan”). In connection with the corporate reorganization in March 2019, the Scilex Pharma 2017 Plan was terminated. Accordingly, after such time, no additional awards were granted under the Scilex Pharma 2017 Plan.

In May 2019, the Board adopted the Scilex Holding Company 2019 Stock Option Plan (the “2019 Stock Option Plan”), which subsequently was amended in December 2020. The 2019 Stock Option Plan was terminated at the closing of

the Business Combination, and no further awards have been granted under the 2019 Stock Option Plan thereafter. However, the 2019 Stock Option Plan will continue to govern outstanding awards granted thereunder.

In October 2022, the Board adopted the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”). As of June 30, 2024, a total of 20,129,644 shares of Common Stock were available and have been reserved for future issuance under the Equity Incentive Plan, which number of shares accounts for the automatic annual increase on January 1, 2024 pursuant to the Equity Incentive Plan.

As of June 30, 2024, options to purchase 34,373,767 shares of Common Stock were outstanding under all equity incentive plans.

On January 17, 2023, the compensation committee of the Board adopted the Scilex Holding Company 2023 Inducement Plan (the “Inducement Plan”). The Inducement Plan provides for the grant of equity-based awards in the form of non-statutory stock options, stock appreciation rights, restricted stock, restricted stock units, and other awards solely to prospective employees of the Company or an affiliate of the Company provided that certain criteria are met. The initial maximum number of shares available for grant under the Inducement Plan is 1,400,000 shares of Common Stock (subject to adjustment for recapitalizations, stock splits, reorganizations and similar transactions). No awards were granted under the Inducement Plan during the six months ended June 30, 2024.

The following table summarizes stock option activity during the six months ended June 30, 2024 (shares in thousands):


	Options			Weighted-Average Exercise Price		Weighted-Average Remaining Contractual Life, in years		Aggregate Intrinsic Value
Outstanding as of December 31, 2023		33,124		$	4.38		7.5	$	7,459
Granted		1,472		$	0.99
Exercised		(101	)	$	1.43
Forfeited/Cancelled		(121	)	$	4.97
Outstanding as of June 30, 2024		34,374		$	4.24		7.1	$	6,662
Exercisable as of June 30, 2024		21,380		$	3.17		6.1	$	4,102

Intrinsic value is calculated as the difference between the exercise price of the underlying options and the fair value of the Common Stock for the options that had exercise prices that were lower than the per share fair value of the Common Stock as of the measurement date of the intrinsic value. The weighted-average grant date fair value per share of stock options granted during the six months ended June 30, 2024 was $0.77 per share. The total intrinsic value of options exercised during the six months ended June 30, 2024 was $19.2 thousand.

Total stock-based compensation recorded within operating expenses was $3.6 million for each of the three months ended June 30, 2024 and 2023, and $7.2 million and $7.3 million for the six months ended June 30, 2024 and 2023, respectively.

The total unrecognized compensation costs related to unvested employee and non-employee stock option grants as of June 30, 2024 were $35.2 million, which the Company expects to recognize over a weighted-average period of approximately 2.7 years.

On October 17, 2022, the Board adopted the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “ESPP”). The purchase price of the Common Stock is equal to 85% of the lesser of the market value of such shares at the beginning of an offering period or the date of purchase. As of June 30, 2024, the total number of shares of Common

Stock that may be issued under the ESPP shall not exceed 4,476,601, which was increased from 2,875,759 shares as a result of automatic annual increase on January 1, 2024.

Total stock-based compensation recorded as operating expense for the ESPP was $63.7 thousand and $0.1 million for the three and six months ended June 30, 2024, respectively and nil for the three and six months ended June 30, 2023, respectively.

As of June 30, 2024, there were 167,369 shares of Common Stock issued under the ESPP.

The Company calculates the fair value of stock options and ESPP awards granted to employees and nonemployees using the Black-Scholes option pricing method. The Black-Scholes option pricing method requires the use of subjective assumptions.

The following assumptions were used in the Black-Scholes option pricing model to estimate stock-based compensation on the date of grant for stock options:


		Six Months Ended June 30, 2024
Stock options:
Expected dividend yield		0.00%
Expected volatility		72% - 97%
Risk-free interest rate		4.33% - 4.44%
Term of options (in years)		5.5 - 6.3
Employee stock purchase plan:
Expected dividend yield		0.00%
Expected volatility		129.30%
Risk-free interest rate		5.39%
Expected life (in years)		0.50

The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $0.5 million and $0.2 million for the six months ended June 30, 2024 and 2023, respectively.

On February 13, 2023, the Company entered into a Stock Issuance Agreement (the “2023 SIA”) with a law firm for the provision of legal services to the Company. Under the 2023 SIA, the Company issued 4,000,000 shares of Common Stock to the law firm. On July 1, 2024, the Company entered into another Stock Issuance Agreement (the “2024 SIA”) with the same law firm for the provision of legal services to the Company. Under the 2024 SIA, the Company issued 10,000,000 shares of Common Stock to the same law firm. All such shares are held by the law firm as collateral for current and future outstanding legal fees due from the Company (the “Retainer Shares”). At the option of the law firm, the Retainer Shares may be sold and the net proceeds may be applied against the outstanding legal fees. The Retainer Shares not applied against the outstanding legal fees due will be returned to the Company. As of June 30, 2024, it was not probable that any of the Retainer Shares would be applied against any outstanding legal fees.