Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268603
PROSPECTUS SUPPLEMENT NO. 16
(to Prospectus dated
March 29, 2024)
Scilex Holding Company
Up to 71,459,469 Shares of Common Stock
Up to 11,003,988 Shares of Common Stock Issuable Upon the Exercise of Warrants
Up to 5,490,617 Warrants
This prospectus supplement supplements the prospectus dated March 29, 2024 (the “Prospectus”), which forms a
part of our registration statement on Form S-1 (No. 333-268603) for which Post-Effective Amendment No. 2 was filed with the Securities and Exchange Commission on
March 27, 2024 and declared effective by the Securities and Exchange Commission on March 29, 2024. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our
Current Report on Form 8-K, filed with the Securities and Exchange Commission on November 29, 2024 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of
11,003,988 shares of our common stock, par value $0.0001 per share (“Common Stock”), issuable upon the exercise of (i) 4,104,000 private placement warrants (the “Private Warrant Shares”) originally sold in a private placement at
a price of $0.75 per warrant in connection with the initial public offering of Vickers Vantage Corp. I (“Vickers”) (and a portion of which were subsequently transferred to Sorrento Therapeutics, Inc. (“Sorrento”) at no cost in
connection with the Business Combination (as defined below)) (the “Private Warrants”) and (ii) 6,899,988 public warrants (the “Public Warrant Shares”) originally sold to the public investors in connection with the initial public
offering of units of Vickers (the “Public Warrants” and together with the Private Warrants, the “Warrants”) at a price of $10.00 per unit, with each unit consisting of one ordinary share of Vickers and one-half of one warrant to purchase one ordinary share of Vickers. As previously disclosed in prospectus supplement no. 16 to the Prospectus, filed with the Securities and Exchange Commission on October 6,
2023, Sorrento subsequently sold (a) 60,068,585 shares of Common Stock; (b) 29,057,097 shares of Series A Preferred Stock; and (c) warrants exercisable for 4,490,617 shares of Common Stock, in each case to us by delivery of such purchased
securities to SCLX Stock Acquisition JV LLC, a Texas limited liability company (“SCLX JV”) and our indirect wholly-owned subsidiary, of which warrants exercisable for 4,000,000 shares of Common Stock were subsequently transferred by SCLX
JV to Oramed Pharmaceuticals, Inc., a Delaware corporation (“Oramed”).
Each Warrant entitles the holder thereof
to purchase one share of our Common Stock at a price of $11.50 per share. We will not receive the proceeds from the resale of the Private Warrant Shares or the Public Warrant Shares hereunder; however, we will receive the proceeds from any exercise
of the Private Warrants and the Public Warrants.
The Prospectus and this prospectus supplement also relates to the offer
and sale from time to time by:
(a) the selling stockholders named in this prospectus (including their permitted
transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Stockholders”) of up to an aggregate of 71,459,469 shares (the
“Resale Shares”) of our Common Stock, consisting of:
(i) up to 3,983,057 shares of Common Stock
(the “Sponsor Shares”) held by Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd, Pei Wei Woo, Suneel Kaji and Steve Myint (collectively, the “Sponsors”), comprised of 3,450,000 shares that were issued on
November 9, 2022 upon conversion of the same number of our former ordinary shares (initially acquired by the Sponsors prior to the initial public offering of units of Vickers Vantage Corp. I at a purchase price of $0.007 per ordinary share) in
connection with the Domestication and the Business Combination (each as defined below) and 533,057 shares that were also issued on November 9, 2022 upon the contribution of certain indebtedness by Vickers Venture Fund VI Pte Ltd and Vickers
Venture Fund VI (Plan) Pte Ltd at a contribution value of $10.00 per share, in connection with the Business Combination pursuant to a debt contribution agreement;
(ii) up to 61,985,795 shares of Common Stock (the “Merger Shares”) issued to Sorrento on
November 10, 2022 in connection with the Business Combination at an equity consideration value of $10.00 per share, of which 60,068,585 are now held by SCLX JV;
(iii) up to 4,104,000 Private Warrant Shares issuable to certain Selling Securityholders upon the exercise of
the Private Warrants at an exercise price of $11.50 per share; and
(iv) up to 1,386,617 Public Warrant
Shares issuable to certain Selling Securityholders upon the exercise of the Public Warrants at an exercise price of $11.50 per share; and
(b) the selling warrantholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Warrantholders” and, together with the Selling Stockholders, the “Selling Securityholders”) of up to
4,104,000 Private Warrants (which were originally issued at a price of $0.75 per Private Warrant, of which 3,104,000 were transferred from the Sponsors to Sorrento at no cost in connection with the Business Combination), and 1,386,617 Public
Warrants (which were acquired by Sorrento in open-market purchases at a weighted average purchase price of $0.3078 per Public Warrant). Sorrento subsequently transferred 4,490,617 warrants held by it to SCLX JV, of which 4,000,000 warrants were
subsequently transferred by SCLX JV to Oramed and then subsequently repurchased by us from Oramed.
Our Common Stock is
listed on the Nasdaq Capital Market under the symbol “SCLX”. On November 27, 2024, the last reported sales price per share of our Common Stock was $0.61. Our Public Warrants are listed on the Nasdaq Capital Market under the symbol
“SCLXW.” On November 27, 2024, the closing sale price per warrant of our Public Warrants was $0.29.
This
prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This
prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled “Risk Factors” beginning on page 14 of the Prospectus as well as risks and uncertainties
described under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying our securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these
securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of
this prospectus supplement is November 29, 2024
