FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Sorrento Therapeutics, Inc.
2. Issuer Name and Ticker or Trading Symbol

Scilex Holding Co [ SCLX ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                    __X__ 10% Owner
_____ Officer (give title below)    _____ Other (specify below)
(Last)          (First)          (Middle)

4955 DIRECTORS PLACE
3. Date of Earliest Transaction (MM/DD/YYYY)

1/19/2023
(Street)

SAN DIEGO, CA 94303
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

_X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 1/19/2023  J(1)(2)  73740795 (1)(2)D$0.00 61985795 D  

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security3. Trans. Date3A. Deemed Execution Date, if any4. Trans. Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
6. Date Exercisable and Expiration Date7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares

Explanation of Responses:
(1) On January 19, 2023, the Reporting Person paid its previously announced stock dividend (the "Dividend") consisting of an aggregate of 75,999,853 shares of common stock of Scilex Holding Company held by the Reporting Person (the "Dividend Shares") to record holders of the Reporting Person's common stock and certain warrants to purchase the Reporting Person's common stock as of January 9, 2023 (the "Record Date"). An aggregate of 2,259,058 Dividend Shares are being held in abeyance by the Reporting Person for the benefit of certain holders of warrants to purchase shares of common stock of the Reporting Person who may be entitled to such shares pursuant to the terms of the applicable warrants following the exercise of such warrants, and at the time such shares are distributed to the applicable warrantholders, the Reporting Person will file a Form 4 reporting such distribution.
(2) (Continued form footnote 1) The Reporting Person distributed 0.1410127 of a share of the Issuer's common stock for each share of the Reporting Person's common stock outstanding as of the close of business on the Record Date. The stock ratio was calculated by dividing 76,000,000 by the number of shares of the Reporting Person's common stock and warrants to purchase shares of the Reporting Person's common stock outstanding on the Record Date. No fractional shares were issued in connection with the Dividend and the equityholders of the Reporting Person who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director10% OwnerOfficerOther
Sorrento Therapeutics, Inc.
4955 DIRECTORS PLACE
SAN DIEGO, CA 94303

X


Signatures
/s/ Henry Ji, Ph.D., President, Chief Executive Officer and Chairman of the Board, Sorrento Therapeutics, Inc1/23/2023
**Signature of Reporting PersonDate


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
*If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note:File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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