SCLXScilex Holding Co · Nasdaq Capital Market
Effective Supply — the real overhang

From what's tradeable today to what's realistically coming. Bigger = more selling pressure ahead.

6.21M
Reported Float
6.96M
Tradeable Now
(estimated float)
▲ data says 6.21Munderstated 12%
6.96M
Effective Supply
15.67M
Fully Diluted
Dilution risk8/10
CONFIDENCE: MEDIUM
HIGHAssessed Aug 28, 2026Trigger: ReassessmentCRITICALAt-market share settlement of secured debt (functional death spiral)CRITICALDeep in-the-money insider warrant overhang registered for resale

Two mechanisms dominate. First, the Oramed Note carries $29.5M of principal + PIK maturing 2026-09-30 — 33 days from this assessment — and the 10-Q states that any balance not satisfied in full by that date 'is to be satisfied through delivery of shares of common stock of the Company or an affiliate.' No conversion price is stated, so this is effectively an at-market share settlement of an amount equal to ~64% of the $46.1M market cap; at $5.57 that is ~5.3M shares against a ~6.96M share float. Second, the Deposit Warrant for 3,250,000 shares at a $1.20 strike is deeply in the money (4.7x) and equals 46.7% of the float; it was transferred to CEO Henry Ji and CFO Stephen Ma in April 2026 and those exact shares are being registered for resale on the pending June 2026 S-3 — the single clearest path to real, near-term supply. Offsetting these: the Tranche B Notes convert at a fixed $36.40 with a $36.40 ratchet floor (6.5x above market, and sub-floor conversion requires shareholder approval the company is not obligated to seek), the Series A Preferred is non-convertible and sits inside a wholly owned subsidiary, the ATM was terminated in March 2025, and the XBRL delta shows only +1,733 shares issued in the last full quarter. That recent quiet is why this is an 8 and not a 9-10 — the mechanisms are loaded but not yet firing.

Share Structure

Float to Fully Diluted Breakdown

LIKELY STALE

Reported float from Insight Sentry (NASDAQ:SCLX), as-of date unknown. Adjusted based on SEC filing analysis.

Reported Float6.21M39.7%
Convertible Notes6.60M42.2%
Oramed Note — senior secured promissory note, $29.5M principal + PIK outstanding, matures 2026-09-30. If Oramed Obligations are not satisfied in full by 2026-09-30, the remaining balance is to be satisfied through DELIVERY OF SHARES of common stock of the Company or an affiliate. No stated conversion price — implied at-market share settlement.
Conv. Price: variable
Est. Shares: ~5.30M (agent-computed)
Tranche B Senior Secured Convertible Notes (Oramed, Nomis Bay, BPY, 3i LP) — $12.6M principal+interest outstanding of $50M original; 10% OID, 5.5% interest; full-ratchet reset down to a $36.40 Conversion Price Floor
Conv. Price: fixed
Est. Shares: ~347K (agent-computed)
Sorrento SP-104 Promissory Note — $5.0M principal, 2.66%, matures 2029-05-12; payable in cash and/or Common Stock at ISSUER's sole discretion (Consideration Shares require resale registration within 60 days)
Conv. Price: unknown
Est. Shares: ~962K (estimate)
Warrants6.80M43.4%
common3.25M shares at $1.2
common1.36M shares at $29
common537K shares at $22.72
common500K shares at $40
common275K shares at $20
common212K shares at $36.4
common199K shares at $402.5
placement_agent131K shares at $25.81
placement_agent109K shares at $59.5
common100K shares at $20
placement_agent72K shares at $29
placement_agent34K shares at $43.75
placement_agent13K shares at $74.38
common7K shares at $42
Options / RSUs1.49M9.5%
Stock Options1.49M shares
≈ Estimated Actual Float

Reported float + filing adjustments

6.96M

MEDIUM confidence

Pending Shares as % of Float200.13%

Registered and convertible shares that could enter the float relative to current float size.

Fully Diluted15.67M100%

Share estimates are approximate. Convertible share counts based on current price. Review SEC filings for exact terms.

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Dilution profile
Reverse splits
  • 1-for-35·Apr 15, 2025~1 yr ago
Active mechanisms
  • Oramed Note ($29.5M principal + PIK) with a 2026-09-30 mandatory share-settlement trigger at an unstated (implied at-market) price
  • Deposit Warrant — 3,250,000 shares at a $1.20 strike, deeply in the money, held by CEO and CFO, resale registration pending
  • Tranche B Notes — $12.6M outstanding at a $36.40 fixed conversion price, maturing 2026-09-30/2026-10-08
  • Full-ratchet anti-dilution on the October 2024, Exchange, September 2025, November 2025 and February 2026 Warrants — any lower-priced issuance resets strikes downward (floors: $36.40 for the 2024/Exchange series, $8.22 for the February 2026 Oramed Warrant)
  • $500,000,000 universal shelf filed 2026-04-16, pending effectiveness
  • Combined S-3 filed 2026-06-02 registering 9,154,071 shares (131% of float), pending effectiveness
  • Proposed iHolding Group $100M PIPE at $15.00/share (~6,666,667 shares, ~96% of float), subject to stockholder approval
  • 1,458,263 treasury shares held by SCLX JV registered for resale — issued shares that can be sold into the market
  • Serial warrant-repricing/inducement cadence (Sept 2025, Nov 2025, Feb 2026) that manufactures fresh warrant tranches each time an amortization payment is deferred

Market Data

Price

$5.20

Market Cap

$36.58M

Outstanding

7.03M

Float

6.21M

Avg Volume

40.1K

Exchange: NASDAQ|Source: Insight Sentry
SCLX Float & Dilution Analysis | ShareStructure.io