Filed Pursuant to Rule 424(b)(3)
Registration No. 333-275117
PROSPECTUS SUPPLEMENT NO. 4
(to Prospectus dated
March 29, 2024)
Scilex Holding Company
Up to 13,474,683 Shares of Common Stock
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. 333-275117) for which Post-Effective Amendment No. 1 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 June 12, 2024 (the Current Report). Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time by the selling
stockholders named in the Prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the Selling
Stockholders) of up to an aggregate of 13,474,683 shares (the Resale Shares) of our common stock, par value $0.0001 per share (Common Stock), consisting of:
(i) up to 474,683 shares of Common Stock (the HB Shares), of which 161,392 shares of Common Stock
are held by Cove Lane Onshore Fund, LLC (Cove Lane) and 313,291 shares of Common Stock are held by HBC Investments LLC (HBC), in each case issued on September 25, 2023, pursuant to the Settlement Agreement (as defined
and described below); and
(ii) up to 13,000,000 shares of Common Stock issuable upon exercise of warrants
to purchase Common Stock, having an exercise price of $0.01 per share (such shares issuable upon exercise, the Penny Warrant Shares and such warrants, the Penny Warrants), issued to Oramed Pharmaceuticals Inc.
(Oramed) pursuant to the Scilex Oramed SPA (as defined and described below).
On September 21, 2023, we
entered into, and consummated the transactions contemplated by that certain Securities Purchase Agreement, dated as of such date, between us and Oramed (the Scilex-Oramed SPA). Pursuant to the Scilex-Oramed SPA, among other things, on
September 21, 2023, we (i) issued to Oramed (A) a senior secured promissory note due 18 months from the date of issuance in the principal amount of $101,875,000 (the Oramed Note), (B) a warrant to purchase up to an
aggregate of 4,500,000 shares of Common Stock (the Closing Penny Warrant), with an exercise price of $0.01 per share and restrictions on exercisability (as more fully described elsewhere in the Prospectus), and (C) warrants to
purchase up to an aggregate of 8,500,000 shares of Common Stock (the Subsequent Penny Warrants and together with the Closing Penny Warrant, the Penny Warrants), each with an exercise price of $0.01 per share and each with
restrictions on exercisability (as more fully described elsewhere in the Prospectus), and (ii) caused certain outstanding warrants to purchase up to an aggregate of 4,000,000 shares of Common Stock, with an exercise price of $11.50 per share,
that we acquired from Sorrento pursuant to the Sorrento SPA (as defined and described elsewhere in the Prospectus) to be transferred to Oramed (the Transferred Warrants). See the section in the Prospectus titled
Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsTransactions with Oramed Pharmaceuticals Inc. and Sorrento Therapeutics, Inc. for additional information
regarding the Scilex-Oramed SPA and transactions related thereto.
On September 15, 2023, we entered into that
certain Settlement Agreement (the Settlement Agreement) with Cove Lane, HBC and Hudson Bay Capital Management LP (Hudson Bay and collectively with Cove Lane and HBC, the Hudson Bay Parties and each a Hudson
Bay Party) in connection with a previously contemplated financing with the Hudson Bay Parties. The HB Shares were issued to Cove Lane and HBC pursuant to the Settlement Agreement. See the section in the Prospectus titled
Managements Discussion and Analysis of Financial Condition and Results of OperationsRecent DevelopmentsSettlement Agreement for additional information.