Standing Risk Factors

• • Controlled Company (unchanged) — Scilex Holding Company controls over 80% of voting power, giving it control over all stockholder votes including director elections and major corporate decisions.
• • Going Concern (unchanged) — Substantial doubt persists given cash of only $0.1M and operating cash outflow of $2.3M against minimal liquidity; the reported $154.3M net loss is overwhelmingly non-cash (Business Combination charges), not cash burn.
• • Material Weakness (unchanged) — Material weaknesses identified in internal control over financial reporting related to carve-out financial statement preparation and stock-based compensation expense.
• • Cryptocurrency Treasury Strategy (unchanged) — Filing maintains a standing Risks Related to Cryptocurrency disclosure for a named Bitcoin treasury/financing strategy that has not been implemented or tested (1940-Act risk). On minimal cash with going-concern doubt, this non-standard treasury pivot is material even when a related financing line moves out of Recent Developments.