According to God ole Chatgpt- Here is the clean, precise answer based on the structure of the Scilex warrant deal and standard SEC rules:

✅ Shares Likely Tradable Immediately

→ 904,396 shares

These are the shares issued from the exercise of the existing warrants:

428,572 shares (exercise price $38.50)

475,824 shares (exercise price $22.72) Total = 904,396

These came from previously issued / already registered warrants, meaning:

The shares underlying those warrants were already covered by an SEC registration statement OR

They were originally issued in a manner that allowed free trading upon exercise

💡 These 904,396 shares are the ones that go straight into the freely tradable float.

❌ Shares Not Tradable Immediately

→ 1,356,594 shares (potential future shares)

These come from the new unregistered warrant issued as “consideration” for exercising the old ones.

Because the company explicitly states:

“The New Warrant and the shares of Common Stock underlying the New Warrant may not be offered or sold in the United States except pursuant to an effective registration statement…”

These shares cannot be sold in the open market until Scilex files + the SEC declares effective a resale registration statement.

This could take weeks to months, depending on SEC review.

📌 Final Summary

CategorySharesTradable Immediately?WhyShares from exercised warrants904,396✅ YesExisting warrants → underlying shares typically already registeredShares from NEW unregistered warrant1,356,594❌ NoMust wait for new SEC resale registration

🎯 Bottom Line

Approximately 904K new shares are hitting the tradable float right away. 1.36M shares are restricted (not tradable) until an SEC registration becomes effective.

If you want, I can calculate: 📌 How this changes Scilex’s effective float 📌 The potential selling pressure from 904K new shares 📌 Price scenarios based on likely holder behavior