SCLX / Scilex Holding Company - Документы SEC, Годовой отчет, Доверенное заявление

Холдинговая компания Сайлекс
US ˙ NasdaqCM ˙ US80880W1062

Основная статистика
CIK 1820190
SEC Filings
All companies that sell securities in the United States must register with the Securities and Exchange Commission (SEC) and file reports on a regular basis. These reports include company annual reports (10K, 10Q), news updates (8K), investor presentations (found in 8Ks), insider trades (form 4), ownership reports (13D, and 13G), and reports related to the specific securities sold, such as registration statements and prospectus. This page shows recent SEC filings related to Scilex Holding Company
SEC Filings (Chronological Order)
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August 21, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered b

424B3 Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-275117 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Co

August 21, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered b

424B3 Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-275117 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Co

August 21, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered b

424B3 Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 5 (to Prospectus dated May 13, 2025) Registration No. 333-275117 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Co

August 21, 2025 EX-99.1

Page | 1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE August 21, 2025 Scilex Holding Company (Nasdaq: SCLX) Announces Its Majority-Owned Subsidiary, Semnur Pharmaceuticals, Inc. (“Semnur”), and Denali Capital Acquisition Corp. Have Entered into a Purchase Agreement with an Investor for a $20 Million Private Placement at $16.00 per share and Jaisim Shah, Scilex’s CEO and President, Will be Dedicated to Semnur

August 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2025 SCILEX HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): August 16, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

August 14, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered b

Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-275117 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common S

August 14, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered b

Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-275117 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common S

August 14, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered b

Filed Pursuant to Rule 424(b)(3) PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 4 (to Prospectus dated May 13, 2025) Registration No. 333-275117 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common S

August 13, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39852 Scilex Holding Company (

August 4, 2025 S-1

Power of Attorney (included on the signature page hereto).

Table of Contents As filed with the U.S. Securities and Exchange Commission on August 4, 2025 Registration No. 333-    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scilex Holding Company (Exact name of Registrant as specified in its charter) Delaware 2836 92-1062542 (State or other jurisdiction of incorpora

August 4, 2025 EX-FILING FEES

Filing Fee Table

Calculation of Filing Fee Tables S-1 Scilex Holding Co Table 1: Newly Registered and Carry Forward Securities ☐Not Applicable Security Type Security Class Title Fee Calculation or Carry Forward Rule Amount Registered Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Carry Forward Form Type Carry Forward File Number Carry Forward Initial Effective Date Filing Fee Previously Paid in Connection with Unsold Securities to be Carried Forward Newly Registered Securities Fees to be Paid 1 Equity Common Stock, par value $0.

August 4, 2025 EX-21.1

List of Subsidiaries of the Registrant.

EX-21.1 Exhibit 21.1 Subsidiaries of Scilex Holding Company Name State or Jurisdiction of Incorporation or Organization Scilex, Inc. Delaware Scilex Pharmaceuticals Inc Delaware Semnur Pharmaceuticals, Inc. Delaware SCLX Stock Acquisition JV LLC Texas SCLX DRE Holdings LLC Delaware Scilex Bio, Inc. Delaware

July 23, 2025 EX-10.5

Warrant Exchange Agreement, dated as of July 22, 2025, by and between Scilex Holding Company and 3i, LP (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on July 23, 2025).

EX-10.5 Exhibit 10.5 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (the “Agreement”), dated as of July 22, 2025, is by and between Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not defined herein are used with the respective meanings assigne

July 23, 2025 EX-10.1

Common Stock Purchase Agreement, dated as of July 22, 2025, by and between the Company and Tumim Stone Capital, LLC.

EX-10.1 Exhibit 10.1 COMMON STOCK PURCHASE AGREEMENT dated as of July 22, 2025 by and between SCILEX HOLDING COMPANY and TUMIM STONE CAPITAL, LLC TABLE OF CONTENTS ARTICLE I DEFINITIONS 1 ARTICLE II PURCHASE AND SALE OF COMMON STOCK 1 Section 2.1 Purchase and Sale of Stock 1 Section 2.2 Closing Date; Settlement Dates 2 Section 2.3 Initial Public Announcement and Required Filings 2 Section 2.4 Comm

July 23, 2025 EX-10.4

Warrant Exchange Agreement, dated as of July 22, 2025, by and between Scilex Holding Company and BPY Limited (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on July 23, 2025).

EX-10.4 Exhibit 10.4 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (the “Agreement”), dated as of July 22, 2025, is by and between Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not defined herein are used with the respective meanings assigne

July 23, 2025 EX-2.1

Amendment No. 2 to Agreement and Plan of Merger, dated as of July 22, 2025, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc. and Semnur Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on July 23, 2025).

EX-2.1 Exhibit 2.1 AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 2 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of July 22, 2025, is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Denali Merger Sub Inc., a De

July 23, 2025 EX-10.2

Registration Rights Agreement, dated as of July 22, 2025, by and between the Company and Tumim Stone Capital, LLC.

EX-10.2 Exhibit 10.2 REGISTRATION RIGHTS AGREEMENT THIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”), dated as of July 22, 2025, is by and between Tumim Stone Capital, LLC, a Delaware limited liability company (the “Investor”), and Scilex Holding Company, a Delaware corporation (the “Company”). RECITALS WHEREAS, the Company and the Investor have entered into that certain Common Stock Purchase

July 23, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a

July 23, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 SCILEX HOLDING COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fi

July 23, 2025 424B3

SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration state

July 23, 2025 EX-10.3

Warrant Exchange Agreement, dated as of July 22, 2025, by and between Scilex Holding Company and Nomis Bay Ltd. (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on July 23, 2025).

Exhibit 10.3 WARRANT EXCHANGE AGREEMENT This WARRANT EXCHANGE AGREEMENT (the “Agreement”), dated as of July 22, 2025, is by and between Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”) and the undersigned (the “Holder”). Capitalized terms used but not defined herein are used with the respective meanings assigned to the

July 23, 2025 EX-10.6

Form of New Tranche B Warrant

EX-10.6 Exhibit 10.6 [FORM OF WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. SCILEX HOLDING COMPANY WARRANT TO PURCHASE COMMON STOCK Warrant No.: Date of Issuance: October 8, 2024 (“Issuance Date”) Date of Exchange: 2025 (“Exchange Date”) Scilex Holding Company,

July 23, 2025 EX-10.7

Option Agreement for the Repurchase of Warrants, dated July 22, 2025, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc.

EX-10.7 Exhibit 10.7 Execution Version July 22, 2025 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Option Agreement for the Repurchase of Warrants (this “Agreement”) Ladies and Gentlemen: Reference is made to (i) the following warrants, each dated September 21, 2023, issued by Scilex Holding Company, a Delaware corporation (“Scilex” or “Purchaser”),

July 23, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 22, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fi

July 23, 2025 424B3

SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 3 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275117) for which Post-Effective Amendment No

June 24, 2025 424B3

SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common Stock ________________

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275117) for which Post-Effective Amendment No. 2 wa

June 24, 2025 424B3

SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder ________________

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration state

June 24, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants ________________

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 2 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part o

June 23, 2025 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 20, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

June 23, 2025 EX-99.1

Scilex Holding Company Announces Deferral of Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from May 2, 2025

Exhibit 99.1 FOR IMMEDIATE RELEASE June 23, 2025 Scilex Holding Company Announces Deferral of Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from May 2, 2025 to a future date to be determined by the Board PALO ALTO, CALIFORNIA – June 23, 2025 (GLOBE NEWSWIRE)

June 23, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 23, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

June 4, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 4, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number) 9

May 16, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    )

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No.    ) Filed by the Registrant ☒ Filed by a Party other than the Registrant ☐ Check the appropriate box: ☐ Preliminary Proxy Statement ☐ Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

May 15, 2025 424B3

SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common Stock ________________

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common Stock This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-275117) for which Post-Effective Amendment No. 2 wa

May 15, 2025 424B3

SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants ________________

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part o

May 15, 2025 424B3

SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder ________________

Filed Pursuant to Rule 424(b)(3) Registration No. 333-280882 PROSPECTUS SUPPLEMENT NO. 1 (to Prospectus dated May 13, 2025) SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder This prospectus supplement supplements the prospectus dated May 13, 2025 (the “Prospectus”), which forms a part of our registration state

May 14, 2025 424B3

SCILEX HOLDING Up to 6,685,714 Shares of Common

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SCILEX HOLDING COMPANY Up to 6,685,714 Shares of Common Stock This prospectus relates to the resale from time to time by the selling stockholder named in this prospectus (including its permitted transferees, donees, pledgees and other successors-in-interest) (the “Selling Stockholder”) of up to an aggre

May 14, 2025 424B3

SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280882 PROSPECTUS SCILEX HOLDING COMPANY Up to 3,593,288 Shares of Common Stock Up to 3,250,000 Shares of Common Stock offered by the Selling Securityholder This prospectus relates to the issuance by us of up to an aggregate of 3,593,288 shares of our Common Stock issuable as follows: (i) 122,132 shares of Common Stock i

May 14, 2025 424B3

SCILEX HOLDING Up to 1,594,207 Shares of Common Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Up to 1,402,955 Warrants

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common Stock Up to 198,810 Shares of Common Stock Issuable Upon the Exercise of Warrants Up to 1,402,955 Warrants This prospectus relates to the issuance by us of up to an aggregate of 198,810 shares of our common stock, par value $0.0001 per share (“Comm

May 14, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2025 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39852 Scilex Holding Company

May 12, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 20

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 9, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number) 92

May 12, 2025 EX-10.1

Scilex Holding Company Amended and Restated Non-Employe Director Compensation Policy.

Exhibit 10.1 SCILEX HOLDING COMPANY (THE “COMPANY”) AMENDED AND RESTATED NON-EMPLOYEE DIRECTOR COMPENSATION POLICY (THE “POLICY”) Annual Cash Compensation Amount Board Members $82,500 Chairs of the Audit Committee, Compensation Committee, Nominating and Corporate Governance Committee and Commercialization and Transaction Committee $37,500 Other Members of the Audit Committee, Compensation Committe

May 7, 2025 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Scilex Holding Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities N/A Table 2: Fee Offset Claims and Sources N/A Table 3: Combined Prospectuses Security Type  Security Class Title Amount of Securities  Previously  Registered(1)(2)  Maximum Aggregate Offering  Price of Securities Previously  Registered(2)  Form Type  File Number Initial Effective Date Equity Common Stock, par value $0.

May 7, 2025 EX-10.77

Consent, Waiver and Amendment re Tranche B Senior Secured Convertible Note and Related Transaction Documents, dated April 16, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc. and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.77 of our Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-280882), filed with the SEC on May 7, 2025).

Exhibit 10.77 April 16, 2025 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent, Waiver and Amendment re Tranche B Senior Secured Convertible Note and Related Transaction Documents (this “Consent, Waiver and Amendment”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of October 7, 2024 (the “SPA”

May 7, 2025 EX-10.76

Consent, Waiver and Amendment re Tranche B Senior Secured Convertible Note and Related Transaction Documents, dated April 16, 2025, by and among Scilex Holding Company, Nomis Bay Ltd, BPY Limited and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.76 of our Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-280882), filed with the SEC on May 7, 2025).

Exhibit 10.76 April 16, 2025 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent, Waiver and Amendment re Tranche B Senior Secured Convertible Note and Related Transaction Documents (this “Consent, Waiver and Amendment”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of October 7, 2024 (the “SPA”

May 7, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 7, 2025 Registration No. 333-268603 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE S

As filed with the U.S. Securities and Exchange Commission on May 7, 2025 Registration No. 333-268603 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 3 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scilex Holding Company (Exact name of Registrant as specified in its charter) Delaware 2836 92-1062542 (State or other jurisdict

May 7, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 7, 2025 Registration No. 333-275117 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE S

As filed with the U.S. Securities and Exchange Commission on May 7, 2025 Registration No. 333-275117 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Post-Effective Amendment No. 2 to Form S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scilex Holding Company (Exact name of Registrant as specified in its charter) Delaware 2836 92-1062542 (State or other jurisdict

May 7, 2025 POS AM

As filed with the U.S. Securities and Exchange Commission on May 7, 2025 Registration Nos. 333-280882 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMEN

Table of Contents As filed with the U.S. Securities and Exchange Commission on May 7, 2025 Registration Nos. 333-280882 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-3 ON FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scilex Holding Company (Exact name of Registrant as specified in its charter) Delaware 2836 92-10

May 7, 2025 EX-10.75

Consent, Waiver and Amendment re Tranche A Senior Secured Promissory Note and Related Transaction Documents, dated April 16, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.75 of our Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-280882), filed with the SEC on May 7, 2025)

Exhibit 10.75 April 16, 2025 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent, Waiver and Amendment re Tranche A Senior Secured Promissory Note and Related Transaction Documents (this “Consent, Waiver and Amendment”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (the “SP

May 7, 2025 EX-10.78

Consent, Waiver and Amendment re Tranche B Senior Secured Convertible Note and Related Transaction Documents, dated April 16, 2025, by and among Scilex Holding Company, 3i, LP and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.78 of our Post-Effective Amendment No. 1 to Form S-3 on Form S-1 (File No. 333-280882), filed with the SEC on May 7, 2025).

Exhibit 10.78 April 16, 2025 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent, Waiver and Amendment re Tranche B Senior Secured Convertible Note and Related Transaction Documents (this “Consent, Waiver and Amendment”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of October 7, 2024 (the “SPA”

April 30, 2025 8-K

Financial Statements and Exhibits, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 30, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

April 30, 2025 EX-99.1

Scilex Holding Company Regains Compliance with NASDAQ Minimum Bid Price Rule

Exhibit 99.1 FOR IMMEDIATE RELEASE April 30, 2025 Scilex Holding Company Regains Compliance with NASDAQ Minimum Bid Price Rule PALO ALTO, CALIFORNIA – April 30, 2025 (GLOBE NEWSWIRE) - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of ac

April 29, 2025 10-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A (Amendment No. 1) ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 001-39852 Scilex

April 22, 2025 EX-99.1

Scilex Holding Company Announces Change in Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from April 11, 2025

Exhibit 99.1 FOR IMMEDIATE RELEASE April 22, 2025 Scilex Holding Company Announces Change in Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from April 11, 2025 to May 2, 2025 PALO ALTO, CALIFORNIA – April 22, 2025 (GLOBE NEWSWIRE) - Scilex Holding Company (Na

April 22, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 22, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

April 21, 2025 8-K

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 16, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

April 21, 2025 EX-2.1

Amendment No. 1 to Agreement and Plan of Merger, dated as of April 16, 2025, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc. and Semnur Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on April 21, 2025).

Execution Version Exhibit 2.1 AMENDMENT NO.1 TO AGREEMENT AND PLAN OF MERGER THIS AMENDMENT NO. 1 TO AGREEMENT AND PLAN OF MERGER (this “Amendment”), dated as of April 16, 2025, is made and entered into by and among Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, “Parent”), Denali Merger Sub

April 15, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 SCILEX HOLDING COM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 14, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission F

April 15, 2025 EX-3.1

Certificate of Amendment to the Restated Certificate of Incorporation of Scilex Holding Company, filed with the Secretary of State of the State of Delaware on April 14, 2025 (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on April 15, 2025).

Exhibit 3.1 CERTIFICATE OF AMENDMENT TO THE RESTATED CERTIFICATE OF INCORPORATION OF SCILEX HOLDING COMPANY Scilex Holding Company, a corporation organized and existing under the laws of the State of Delaware (the “Corporation”), does hereby certify that: A. The name of the Corporation is Scilex Holding Company. The Corporation was originally incorporated under the name “Vickers Vantage Corp. I”,

April 11, 2025 EX-99.1

Scilex Holding Company Announces 1-for-35 Reverse Stock Split

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE April 11, 2025 Scilex Holding Company Announces 1-for-35 Reverse Stock Split PALO ALTO, CALIFORNIA – April 11, 2025 (GLOBE NEWSWIRE) – Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and

April 11, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2025 SCILEX HOLDING COM

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): April 11, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission F

April 1, 2025 EX-FILING FEES

Filing Fee Table.

EX-FILING FEES Exhibit 107 Calculation of Filing Fee Tables Form S-8 (Form Type) Scilex Holding Company (Exact name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee  Calculation  Rule Amount Registered(1) Proposed Maximum Offering Price Per Unit Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Fees to be Paid Equity Common Stock, par value $0.

April 1, 2025 S-8

As filed with the Securities and Exchange Commission on March 31, 2025

S-8 As filed with the Securities and Exchange Commission on March 31, 2025 Registration No.

March 31, 2025 EX-10.33

Second Amendment to Master Services Agreement, dated as of June 6, 2023, by and between Semnur Pharmaceuticals, Inc. and Lifecore Biomedical, LLC (incorporated by reference to Exhibit 10.33 of our Annual Report on Form 10-K (File No. 001-39852), filed with the SEC on March 31, 2025).

Exhibit 10.33 *** Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this exhibit. *** SECOND AMENDMENT TO MASTER SERVICES AGREEMENT THIS SECOND AMENDMENT (“Amendment No. 2”) to the Master Services Agreem

March 31, 2025 EX-10.37

First Amendment to License and Commercialization Agreement, dated as of January 16, 2025, by and between Scilex Holding Company and RxOmeg Therapeutics LLC, a/k/a Romeg Therapeutics, LLC (incorporated by reference to Exhibit 10.37 of our Annual Report on Form 10-K (File No. 001-39852), filed with the SEC on March 31, 2025.

Exhibit 10.37 *** Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential. Such omitted information is indicated by brackets (“[...***...]”) in this exhibit. *** Execution Version FIRST AMENDMENT TO LICENSE AND COMMERCIALIZATION AGREEMENT This FIRST AMENDMENT TO LICENSE AND COMM

March 31, 2025 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K ☒ ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended: December 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39852 Scilex Holding Company (Exac

March 31, 2025 EX-4.16

Description of Securities of Scilex Holding Company.

Exhibit 4.16 DESCRIPTION OF SECURITIES OF SCILEX HOLDING COMPANY General The following description summarizes the most important terms of the securities of Scilex Holding Company (the “Company”, “we”, “us” or “our”). The following summary does not purport to be complete and is subject to the Company’s Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), the Compa

March 20, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 26 (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

March 20, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 27 (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

March 20, 2025 8-K

Financial Statements and Exhibits, Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 19, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

March 10, 2025 EX-99.1

Scilex Holding Company Announces Change in Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from January 28, 20

Exhibit 99.1 FOR IMMEDIATE RELEASE March 10, 2025 Scilex Holding Company Announces Change in Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from January 28, 2025 to April 11, 2025 PALO ALTO, CALIFORNIA – March 10, 2025 (GLOBE NEWSWIRE) - Scilex Holding Compan

March 10, 2025 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): March 10, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

March 5, 2025 424B3

Up to $170,000,000 Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-276245 PROSPECTUS SUPPLEMENT DATED MARCH 5, 2025 (To Prospectus dated January 11, 2024) Up to $170,000,000 Common Stock This Prospectus Supplement, or this Supplement, amends and supplements the information in the sales agreement prospectus, dated January 11, 2024, or the Sales Agreement Prospectus, contained in the Registration Statement on Fo

March 3, 2025 EX-10.3

Subordination Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc., Acquiom Agency Services LLC and other signatories thereto (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on March 3, 2025).

Exhibit 10.3 Execution Version SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of February 28, 2025, by and between EFSHAR HATAYA LTD, a Marshall Islands corporation, in its capacity as agent for itself and the other Royalty Secured Parties (as defined below) (together with its successors and assigns, “Royalty Agent”), and SCILEX HOLDING COMPANY, a Delawa

March 3, 2025 EX-10.1

Purchase and Sale Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on March 3, 2025).

Exhibit 10.1 Execution Version PURCHASE AND SALE AGREEMENT dated as of February 28, 2025 by and among SCILEX HOLDING COMPANY, SCILEX PHARMACEUTICALS INC., as the Seller Parties and EFSHAR HATAYA LTD, ORAMED PHARMACEUTICALS INC., and 3I, LP as the Purchasers ARTICLE I DEFINED TERMS AND RULES OF CONSTRUCTION 1 Section 1.1 Defined Terms 1 Section 1.2 Rules of Construction 11 ARTICLE II PURCHASE AND S

March 3, 2025 EX-10.4

Amendment No. 1 to Purchase and Sale Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc., Oramed Pharmaceuticals Inc. and the other signatories thereto (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on March 3, 2025).

Exhibit 10.4 Final Form AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT This AMENDMENT NO. 1 TO PURCHASE AND SALE AGREEMENT, dated as of February 28, 2025 (this “Amendment”), amends that certain PURCHASE AND SALE AGREEMENT (the “Purchase and Sale Agreement”), dated as of October 8, 2024, by and among SCILEX PHARMACEUTICALS INC., a Delaware corporation (the “Seller”), SCILEX HOLDING COMPANY, a Delaw

March 3, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 26 (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

March 3, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

March 3, 2025 EX-10.2

Security Agreement, dated February 28, 2025, by and among Scilex Holding Company, Scilex Pharmaceuticals Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on March 3, 2025).

Exhibit 10.2 Execution Version SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of February 28, 2025 by and among Scilex Holding Company, a Delaware corporation (“Scilex”) and Scilex Pharmaceuticals Inc. (collectively with Scilex, “Grantor”), Efshar Hataya Ltd, a Marshall Islands corporation (“Murchinson”), in its capacity as agent (“Agent”) for Murchinson,

March 3, 2025 EX-10.5

License Agreement (Gloperba), dated February 28, 2025, by and between Scilex Holding Company, Scilex Pharmaceuticals Inc. and RoyaltyVest Ltd. (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on March 3, 2025).

Exhibit 10.5 Execution Version GLOPERBA LICENSE AGREEMENT dated as of February 28, 2025 by and between SCILEX HOLDING COMPANY, SCILEX PHARMACEUTICALS INC., as the Licensor Parties and ROYALTYVEST LTD. as Licensee ARTICLE I DEFINED TERMS AND RULES OF CONSTRUCTION 1 Section 1.1 Defined Terms 1 Section 1.2 Rules of Construction 8 ARTICLE II REPRESENTATIONS AND WARRANTIES 10 Section 2.1 Mutual Represe

March 3, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 25 (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

March 3, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 28, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

February 27, 2025 EX-10.2

Parent Guarantee for Lidocaine License Agreement, dated February 22, 2025, by and between Scilex Holding Company and Royaltyvest Ltd. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on February 27, 2025).

Exhibit 10.2 February 22, 2025 Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL Re: Parent Guarantee for Lidocaine License Agreement (this “Side Letter”) Ladies and Gentlemen: Reference is made to that Lidocaine License Agreement, dated as of February 22, 2025 (the “License Agreement”), between Scilex Pharmaceuticals, Inc. (“Licensor”) and RoyaltyVest Ltd.

February 27, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 25 (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

February 27, 2025 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): February 22, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

February 27, 2025 EX-10.1

License Agreement (ZTlido), dated February 22, 2025, by and between Scilex Pharmaceuticals Inc. and Royaltyvest Ltd. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on February 27, 2025).

Exhibit 10.1 LIDOCAINE LICENSE AGREEMENT dated as of February 22, 2025 by and between SCILEX PHARMACEUTICALS INC. as Licensor and ROYALTYVEST LTD. as Licensee ARTICLE I DEFINED TERMS AND RULES OF CONSTRUCTION 1 Section 1.1 Defined Terms 1 Section 1.2 Rules of Construction 9 ARTICLE II REPRESENTATIONS AND WARRANTIES 10 Section 2.1 Mutual Representation and Warranties 10 Section 2.2 Licensor Represe

February 27, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 24 (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

February 27, 2025 DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934

DEF 14A Table of Contents UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 26, 2025 PRER14A

PRELIMINARY COPY DATED FEBRUARY 26, 2025 — SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendm

PRER14A Table of Contents PRELIMINARY COPY DATED FEBRUARY 26, 2025 — SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

February 14, 2025 PRE 14A

PRELIMINARY COPY DATED FEBRUARY 14, 2025 — SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendm

Table of Contents PRELIMINARY COPY DATED FEBRUARY 14, 2025 — SUBJECT TO COMPLETION UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

January 22, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 24 (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

January 22, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2025 SCILEX HOLDING C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

January 22, 2025 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE January 21, 2025 Scilex Holding Company Announces Extension of the Maturity Date of its Secured Promissory Note Issued to Oramed Pharmaceuticals Inc. to December 31, 2025 PALO ALTO, CALIFORNIA – January 21, 2025 (GLOBE NEWSWIRE)—Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-generating company focused on acquiring, developing

January 22, 2025 EX-10.1

Amendment to Senior Secured Note, dated January 21, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc. and SCLX Stock Acquisition JV LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 22, 2025).

Exhibit 10.1 January 21, 2025 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu And Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Amendment to Senior Secured Promissory Note (this “Amendment”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (the “S

January 22, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 23 (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 Amendm

January 21, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 23 (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

January 21, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 21, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Numbe

January 21, 2025 EX-99.2

# # #

Exhibit 99.2 FOR IMMEDIATE RELEASE January 21, 2025 Scilex Holding Company Announces that It Regains Nasdaq Compliance Under Listing Rule 5250(c)(1) PALO ALTO, CALIFORNIA – January 21, 2025 (GLOBE NEWSWIRE) - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products

January 21, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 22 (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

January 21, 2025 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE January 21, 2025 Scilex Holding Company Announces Filing of its Quarterly Report on Form 10-Q for the Quarter Ended September 30, 2024 PALO ALTO, CALIFORNIA – January 21, 2025 (GLOBE NEWSWIRE) - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pai

January 17, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 22 (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

January 17, 2025 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: September 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39852 Scilex Holding Comp

January 17, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 21 (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

January 3, 2025 EX-10.3

Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, 3i, LP, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 3, 2024).

EX-10.3 Exhibit 10.3 Execution Version January 2, 2025 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Deferral and Consent under Tranche B Senior Secured Convertible Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchas

January 3, 2025 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2025 SCILEX HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 2, 2025 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

January 3, 2025 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 21 (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

January 3, 2025 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 20 (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

January 3, 2025 EX-10.1

Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Nomis Bay Ltd, BPY Limited, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 3, 2024).

EX-10.1 Exhibit 10.1 Execution Version January 2, 2025 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Deferral and Consent under Tranche B Senior Secured Convertible Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchas

January 3, 2025 EX-10.2

Deferral and Consent under Tranche B Senior Secured Convertible Note, dated January 2, 2025, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 3, 2024).

EX-10.2 Exhibit 10.2 Execution Version January 2, 2025 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Deferral and Consent under Tranche B Senior Secured Convertible Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchas

December 30, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 30, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

December 30, 2024 EX-99.1

Page | 1

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE December 30, 2024 Scilex Holding Company Announces Change in Record Date for its Previously Announced Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary from November 7, 2024 to January 28, 2025 • Scilex notified NASDAQ on December 30, 2024 that it has set a ne

December 13, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 11, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

December 13, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 20 (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

December 13, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 19 (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

December 13, 2024 EX-4.4

Amendment No. 1 to Common Stock Purchase Warrant, dated December 11, 2024, between Scilex Holding Company and the investor named therein (incorporated by reference to Exhibit 4.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 13, 2024).

Exhibit 4.4 AMENDMENT NO. 1 TO COMMON STOCK PURCHASE WARRANT This Amendment No. 1 (this “Amendment”) to that certain Common Stock Purchase Warrant, issued on March 5, 2024 (the “Warrant”), is made and entered into as of December 11, 2024 by and between Scilex Holding Company (the “Company”) and Armistice Capital Master Fund Ltd. (the “Holder”). Capitalized terms used but not otherwise defined here

December 13, 2024 EX-10.1

Form of Securities Purchase Agreement, dated December 11, 2024, by and between the Company and the purchasers party thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 13, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This Securities Purchase Agreement (this “Agreement”) is dated as of December 11, 2024, between Scilex Holding Company, a Delaware corporation (the “Company”), and each purchaser identified on the signature pages hereto (each, including its successors and assigns, a “Purchaser” and collectively the “Purchasers”). WHEREAS, subject to the terms and conditio

December 13, 2024 424B5

Scilex Holding Company 26,355,347 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,401,132 Shares of Common Stock Up to 2,401,132 Shares of Common Stock Underlying the Pre-Funded Warrants Common Warrants to Purchase up to 57,512,958 Sha

424B5 Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. 333-276245 PROSPECTUS SUPPLEMENT (To Prospectus dated January 11, 2024) Scilex Holding Company 26,355,347 Shares of Common Stock Pre-Funded Warrants to Purchase up to 2,401,132 Shares of Common Stock Up to 2,401,132 Shares of Common Stock Underlying the Pre-Funded Warrants Common Warrants to Purchase up to 57,512,958 Shares

December 13, 2024 EX-4.3

Form of StockBlock Warrant issued by Scilex Holding Company (incorporated by reference to Exhibit 4.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 13, 2024).

Exhibit 4.3 COMMON STOCK PURCHASE WARRANT SCILEX HOLDING COMPANY Warrant Shares: Issue Date: December 13, 2024 Initial Exercise Date: June 13, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

December 13, 2024 EX-4.2

Form of Common Warrant issued by Scilex Holding Company (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 13, 2024).

Exhibit 4.2 COMMON STOCK PURCHASE WARRANT SCILEX HOLDING COMPANY Warrant Shares: Issue Date: December 13, 2024 Initial Exercise Date: June 13, 2025 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any time on or afte

December 13, 2024 EX-99.2

Scilex Holding Company Announces Closing of $17 Million Registered Direct Offering

Exhibit 99.2 Scilex Holding Company Announces Closing of $17 Million Registered Direct Offering PALO ALTO, Calif., December 13, 2024 (GLOBE NEWSWIRE) — Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing the treatment for neurodegenerative and cardiometabolic disease, and non-opioid pain man

December 13, 2024 EX-99.1

Scilex Holding Company Announces $17 Million Registered Direct Offering

Exhibit 99.1 Scilex Holding Company Announces $17 Million Registered Direct Offering PALO ALTO, Calif., December 12, 2024 (GLOBE NEWSWIRE) — Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing the treatment for neurodegenerative and cardiometabolic disease, and non-opioid pain management pro

December 13, 2024 EX-4.1

Form of Pre-Funded Warrant issued by Scilex Holding Company (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 13, 2024).

Exhibit 4.1 PRE-FUNDED COMMON STOCK PURCHASE WARRANT SCILEX HOLDING COMPANY Warrant Shares: Issue Date: December 13, 2024 Initial Exercise Date: December 13, 2024 THIS COMMON STOCK PURCHASE WARRANT (the “Warrant”) certifies that, for value received, or its assigns (the “Holder”) is entitled, upon the terms and subject to the limitations on exercise and the conditions hereinafter set forth, at any

December 10, 2024 EX-10.4

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated December 9, 2024, by and among Scilex Holding Company, 3i, LP, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 10, 2024).

EX-10.4 Exhibit 10.4 December 9, 2024 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu And Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities

December 10, 2024 424B3

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

424B3 1 d800134d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 19 (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 updates and supplements the prospectus dated Ma

December 10, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 SCILEX HOLDING C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 9, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

December 10, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE December 10, 2024 Scilex Holding Company Enters into a Binding Term Sheet for a Joint Venture with IPMC and Bio Open Innovation Consortium to Develop and Commercialize a Phase 2 Clinical Stage, Potential Best-In-Class Novel Oral Tablet for the Treatment of Obesity and Neurodegenerative Diseases Including Alzheimer’s Disease • The joint venture, Scilex Bio (“Scile

December 10, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 18 (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

December 10, 2024 EX-10.1

Consent under Securities Purchase Agreement and Senior Secured Promissory Note, dated December 9, 2024, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 10. 2024).

EX-10.1 Exhibit 10.1 December 9, 2024 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu And Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent under Securities Purchase Agreement and Senior Secured Promissory Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase A

December 10, 2024 EX-10.2

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated December 9, 2024, by and among Scilex Holding Company, Nomis Bay Ltd, BPY Limited, SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 10, 2024).

EX-10.2 Exhibit 10.2 December 9, 2024 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu And Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities

December 10, 2024 8-K

Regulation FD Disclosure, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 10, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Numb

December 10, 2024 EX-99.2

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Exhibit 99.2 FOR IMMEDIATE RELEASE December 10, 2024 NeuroBiogen Company and Scilex Bio, a Controlling Interest of Joint Venture by Scilex Holding Company enter into Binding Term Sheet for Worldwide License, Along with the Rights to Sublicense for All of KDS2010 indications. Binding Term Sheet Includes Collaboration for Development and Commercialization of Novel Oral Tablet KDS2010 in Ongoing Phas

December 10, 2024 424B3

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

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 18 (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

December 10, 2024 EX-10.3

Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated December 9, 2024, by and among Scilex Holding Company, Oramed Pharmaceuticals Inc., SCLX Stock Acquisition JV LLC and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on December 10, 2024).

EX-10.3 Exhibit 10.3 December 9, 2024 SCLX Stock Acquisition JV 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Xiao Xu And Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent under Securities Purchase Agreement and Tranche B Senior Secured Convertible Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities

December 6, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 17 (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

December 6, 2024 8-K

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): December 5, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Numbe

December 6, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 17 (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

November 29, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 16 (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

November 29, 2024 EX-17.1

Resignation Letter of David Lemus, dated November 27, 2024.

Exhibit 17.1 David Lemus SCILEX HOLDING COMPANY 960 San Antonio Road Palo Alto, CA 94303 November 27, 2024 Henry Ji Executive Chairman SCILEX HOLDING COMPANY 960 San Antonio Road Palo Alto, CA 94303 Dear Henry, Please accept this letter as formal notification that I am resigning for personal and professional reasons from my position as Non-Executive Director of SCILEX HOLDING COMPANY, effective im

November 29, 2024 424B3

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

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

November 29, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 27, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

November 22, 2024 EX-10.3

Waiver and Consent to Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated November 21, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc. (incorporated by

EX-10.3 Exhibit 10.3 WAIVER AND CONSENT TO SECURITIES PURCHASE AGREEMENT AND TRANCHE B SENIOR SECURED CONVERTIBLE NOTE This WAIVER AND CONSENT TO SECURITIES PURCHASE AGREEMENT AND TRANCHE B SENIOR SECURED CONVERTIBLE NOTE (this “Waiver and Consent”) is entered into as of November 21, 2024 by the undersigned (the “undersigned Holder”) and Scilex Holding Company, a Delaware corporation (the “Company

November 22, 2024 EX-10.4

Waiver and Consent to Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated November 21, 2024, by and among Scilex Holding Company and 3i, LP (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on November 22, 2024).

EX-10.4 Exhibit 10.4 WAIVER AND CONSENT TO SECURITIES PURCHASE AGREEMENT AND TRANCHE B SENIOR SECURED CONVERTIBLE NOTE This WAIVER AND CONSENT TO SECURITIES PURCHASE AGREEMENT AND TRANCHE B SENIOR SECURED CONVERTIBLE NOTE (this “Waiver and Consent”) is entered into as of November 21, 2024 by the undersigned (the “undersigned Holder”) and Scilex Holding Company, a Delaware corporation (the “Company

November 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2024 SCILEX HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

November 22, 2024 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 22, 2024 (November 19, 2024) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other j

November 22, 2024 EX-10.1

Waiver and Consent under Senior Secured Promissory Note, dated November 21, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on November 22, 2024).

EX-10.1 Exhibit 10.1 November 21, 2024 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Waiver and Consent under Senior Secured Promissory Note (this “Waiver and Consent”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (as further amended, restated, amended and restated, or suppl

November 22, 2024 EX-16.1

Letter from Ernst & Young LLP dated November 20, 2024

EX-16.1 Exhibit 16.1 Ernst & Young LLP Suite 1600 4365 Executive Drive San Diego CA 92121 Tel: +1 858 535 7200 Fax: +1 858 535 7777 ey.com November 20, 2024 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Ladies and Gentlemen: We have read Item 4.01 of Form 8-K dated November 20, 2024 of Scilex Holding Company (the “Company”). We disagree with the third sentence of the s

November 22, 2024 EX-10.2

Waiver and Consent to Securities Purchase Agreement and Tranche B Senior Secured Convertible Note, dated November 21, 2024, by and among Scilex Holding Company, Nomis Bay Ltd and BPY Limited (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on November 22, 2024).

EX-10.2 Exhibit 10.2 WAIVER AND CONSENT TO SECURITIES PURCHASE AGREEMENT AND TRANCHE B SENIOR SECURED CONVERTIBLE NOTE This WAIVER AND CONSENT TO SECURITIES PURCHASE AGREEMENT AND TRANCHE B SENIOR SECURED CONVERTIBLE NOTE (this “Waiver and Consent”) is entered into as of November 21, 2024 by each of the undersigned (collectively, the “undersigned Holders”) and Scilex Holding Company, a Delaware co

November 22, 2024 EX-99.1

Scilex Holding Company Announces Receipt of Notice from Nasdaq

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE November 22, 2024 Scilex Holding Company Announces Receipt of Notice from Nasdaq PALO ALTO, CALIFORNIA – November 22, 2024 (GLOBE NEWSWIRE) — Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment o

November 22, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2024 SCILEX HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 21, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

November 22, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 15 (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

November 22, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 15 (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

November 20, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 SCILEX HOLDING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 19, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commissio

November 20, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 14 (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

November 20, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 14 (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

November 14, 2024 NT 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 12b-25 NOTIFICATION OF LATE FILING SEC File Number: 001-39852 CUSIP Number: 80880W106 (Check One):  ☐ Form 10-K  ☐ Form 20-F  ☐ Form 11-K  ☒ Form 10-Q ☐ Form 10-D  ☐ Form N-CEN  ☐ Form N-CSR For Period Ended: September 30, 2024 ☐ Transition Report on Form 10-K ☐ Transition Report on Form 20-F ☐ Transition Report on Form 1

November 7, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 13 (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

November 7, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 7, 2024 (November 1, 2024) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorpo

November 7, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 13 (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

November 6, 2024 EX-99.1

Page | 1

Exhibit 99.1 FOR IMMEDIATE RELEASE November 6, 2024 Semnur Pharmaceuticals, Inc., a Wholly Owned Subsidiary of Scilex Holding Company, Announces Today the Filing of a Registration Statement on Form S-4 by Denali Capital Acquisition Corp. with the Securities and Exchange Commission Relating to the Previously Announced Proposed Business Combination Between Semnur and Denali • As previously announced

November 6, 2024 8-K

Regulation FD Disclosure

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

November 6, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2024 SCILEX HOLDING C

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): November 6, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

October 28, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 12 (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

October 28, 2024 8-K

Regulation FD Disclosure, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 27, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Numbe

October 28, 2024 EX-3.1

Certificate of Designation of Preferences, Rights and Limitations of Series 1 Mandatory Exchangeable Preferred Stock of Scilex Holding Company (incorporated by reference to Exhibit 3.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 28, 2024).

Exhibit 3.1 SCILEX HOLDING COMPANY CERTIFICATE OF DESIGNATION OF PREFERENCES, RIGHTS AND LIMITATIONS OF SERIES 1 MANDATORY EXCHANGEABLE PREFERRED STOCK Pursuant to Section 151 of the General Corporation Law of the State of Delaware Scilex Holding Company, a company organized and existing under the General Corporation Law of the State of Delaware (hereinafter called the “Corporation”), hereby certi

October 28, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

424B3 1 scilex424b310.28.2024.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 12 (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. 333-27511

October 28, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE October 28, 2024 Scilex Holding Company sets November 7, 2024 as the Record Date for a Dividend of Preferred Stock Exchangeable for up to 10% of Scilex’s Ownership Interest in Semnur Pharmaceuticals, Inc., its Wholly Owned Subsidiary • Scilex notified NASDAQ on October 28, 2024 that it has set a record date of November 7, 2024 (the “Record Date”) for the dividend

October 8, 2024 EX-10.6

Consent and Amendment, dated as of October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.6 October 8, 2024 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent and Amendment under Senior Secured Promissory Note (this “Consent and Amendment”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (the “SPA”), among Scilex Holding Company, a Delaware corporation

October 8, 2024 EX-4.3

Form of Placement Agent Warrant issued by Scilex Holding Company (incorporated by reference to Exhibit 4.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 4.3 THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. SCILEX HOLDING COMPANY PLACEMENT AGENT WARRANT TO PURCHASE COMMON STOCK Warrant No.: Date of Issuance: October 8, 2024 (“Issuance Date”) Scilex Holding Company, a Delaware corporation (the “Company”), hereby cert

October 8, 2024 EX-4.1

Form of Tranche B Senior Secured Convertible Note issued by Scilex Holding Company. (incorporated by reference to Exhibit 4.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 4.1 [FORM OF TRANCHE B SENIOR SECURED CONVERTIBLE NOTE] THE PRINCIPAL AMOUNT REPRESENTED BY THIS NOTE AND, ACCORDINGLY, THE SECURITIES ISSUABLE UPON CONVERSION HEREOF MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 3(c)(iii) OF THIS NOTE. THIS NOTE HAS BEEN ISSUED WITH ORIGINAL ISSUE DISCOUNT (“OID”). PURSUANT TO TREASURY REGULATION §1.1275-3(b)(1), STEPHEN MA

October 8, 2024 EX-10.7

Subsidiary Guarantee Amendment, dated October 8, 2024, made by certain of the Company’s subsidiaries in favor of the holders of that certain Tranche A Note (incorporated by reference to Exhibit 10.7 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.7 SUBSIDIARY GUARANTEE AMENDMENT THIS AMENDMENT (this “Amendment”) to that certain Subsidiary Guarantee, dated as of September 21, 2023 (the “Guarantee”), made by Scilex Holding Company, a Delaware corporation (the “Company”) and the Guarantors (as defined in the Guarantee) in favor of the holders of that certain Senior Secured Promissory Note dated as of September 21, 2023 due March 21

October 8, 2024 EX-99.2

October 8, 2024

Exhibit 99.2 FOR IMMEDIATE RELEASE October 8, 2024 Scilex Holding Company Announces Closing of a $50 Million Registered Convertible Financing PALO ALTO, CALIFORNIA., October 8, 2024 (GLOBE NEWSWIRE) — Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for

October 8, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 10 (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

October 8, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 11 (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

October 8, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE October 8, 2024 Scilex Holding Company Provides Certain Preliminary Unaudited Financial Results for the Quarter Ended September 30, 2024 • ZTlido net sales for the quarter ended September 30, 2024 were in the range of $11.0 million to $13.0 million, compared to $10.1 million for the same period last year, representing growth in the range of approximately 9% to 29

October 8, 2024 EX-10.2

Amendment No. 1 to Securities Purchase Agreement, dated October 8, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.2 AMENDMENT NO. 1 TO SECURITIES PURCHASE AGREEMENT This AMENDMENT NO. 1, dated as of October 8, 2024 (this “Amendment”), to the SECURITIES PURCHASE AGREEMENT, is by and among Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”), Oramed Pharmaceuticals Inc. (the “Investor”) and Acquiom Agency Services LLC as the

October 8, 2024 8-K

Financial Statements and Exhibits, Results of Operations and Financial Condition

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 8, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number

October 8, 2024 EX-10.5

Subordination Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., Acquiom Agency Services LLC and other signatories thereto (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.5 SUBORDINATION AGREEMENT This SUBORDINATION AGREEMENT (this “Agreement”) is entered into as of October 8, 2024, by and between Efshar Hataya Ltd, a Marshall Islands corporation, in its capacity as agent for itself and the other Royalty Secured Parties (as defined below) (together with its successors and assigns, “Royalty Agent”), and SCILEX PHARMACEUTICALS INC., a Delaware corporation

October 8, 2024 EX-10.8

Amended and Restated Security Agreement, dated October 8, 2024, by and among Scilex Holding Company, the Subsidiaries of the Company party thereto, Oramed Pharmaceuticals Inc. and Acquiom Agency Services LLC (incorporated by reference to Exhibit 10.8 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.8 AMENDED AND RESTATED SECURITY AGREEMENT This AMENDED AND RESTATED SECURITY AGREEMENT, dated as of October 8, 2024 (this “Agreement”), is among Scilex Holding Company, a Delaware corporation (the “Company”), the Subsidiaries of the Company party hereto (such subsidiaries, the “Grantors” and together with the Company, the “Debtors”) and Acquiom Agency Services LLC, a Colorado limited li

October 8, 2024 EX-99.1

Scilex Holding Company Announces Signing of a $50 Million Registered Convertible Financing to Refinance and Restructure Existing Debt & Further Strengthens Financial Profile

EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE October 7, 2024 Scilex Holding Company Announces Signing of a $50 Million Registered Convertible Financing to Refinance and Restructure Existing Debt & Further Strengthens Financial Profile • Affiliates of Murchinson, 3i LP, and existing senior debt holder, Oramed Pharmaceuticals, Inc. (“Oramed”), are expected to participate in the $50 million convertible

October 8, 2024 EX-10.4

Security Agreement, dated October 8, 2024, by and among Scilex Pharmaceuticals Inc., and the purchasers signatory thereto (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.4 SECURITY AGREEMENT THIS SECURITY AGREEMENT (this “Agreement”) is made and entered into as of October 8, 2024 by and among Scilex Pharmaceuticals Inc., a Delaware corporation (“Grantor”), Efshar Hataya Ltd, a Marshall Islands corporation (“Murchinson”), in its capacity as agent (“Agent”) for Murchinson, Oramed Pharmaceuticals Inc., a Delaware corporation (“Oramed”) and 3i, LP, a Delawa

October 8, 2024 EX-10.9

Rest of World License Term Sheet, dated October 8, 2024, between Oramed Pharmaceuticals, Inc., Scilex Holding Company and the other parties signatories thereto (incorporated by reference to Exhibit 10.9 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.9 Rest of World License Term Sheet October 8, 2024 Pursuant to this binding term sheet (“Term Sheet”), Lido Dev Co (as defined below), Scilex Holdings Company (along with its affiliates, including, without limitation Scilex Pharmaceuticals Inc., “SHC”), each a “party” and collectively, the “parties”, for good and adequate consideration, the receipt, sufficiency and adequacy of which is

October 8, 2024 EX-4.2

Form of Warrant to Purchase Common Stock issued by Scilex Holding Company. (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

EX-4.2 Exhibit 4.2 [FORM OF WARRANT] THE NUMBER OF SHARES OF COMMON STOCK ISSUABLE UPON EXERCISE OF THIS WARRANT MAY BE LESS THAN THE AMOUNTS SET FORTH ON THE FACE HEREOF PURSUANT TO SECTION 1(a) OF THIS WARRANT. SCILEX HOLDING COMPANY WARRANT TO PURCHASE COMMON STOCK Warrant No.: Date of Issuance: [    ], 2024 (“Issuance Date”) Scilex Holding Company, a Delaware corporation (the “Company”), hereb

October 8, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 11 (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

October 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2024 SCILEX HOLDING CO

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 7, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

October 8, 2024 EX-10.3

Purchase and Sale Agreement, dated October 8, 2024, by and among Scilex Holding Company, Silex Pharmaceuticals Inc. and the purchasers signatory thereto (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.3 PURCHASE AND SALE AGREEMENT dated as of October 8, 2024 by and among SCILEX HOLDING COMPANY, SCILEX PHARMACEUTICALS INC., as the Seller Parties and EFSHAR HATAYA LTD, ORAMED PHARMACEUTICALS INC., and 3i, LP as the Purchasers ARTICLE I DEFINED TERMS AND RULES OF CONSTRUCTION 1 Section 1.1 Defined Terms 1 Section 1.2 Rules of Construction 11 ARTICLE II PURCHASE AND SALE OF THE PURCHASED

October 8, 2024 EX-10.1

Securities Purchase Agreement, dated October 7, 2024, by and between Scilex Holding Company and the investors signatory thereto (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 8, 2024).

Exhibit 10.1 SECURITIES PURCHASE AGREEMENT This SECURITIES PURCHASE AGREEMENT (the “Agreement”), dated as of October 7, 2024, is by and among Scilex Holding Company, a Delaware corporation with offices located at 960 San Antonio Road, Palo Alto, CA 94303 (the “Company”), and each of the investors listed on the Schedule of Buyers attached hereto (individually, a “Buyer” and collectively, the “Buyer

October 8, 2024 424B3

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

424B3 1 d858748d424b3.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 10 (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

October 7, 2024 424B5

Scilex Holding Company $50,000,000 Principal Amount of Tranche B Senior Secured Convertible Notes Due 2026 Common Warrants to Purchase up to 7,500,000 Shares of Common Stock Up to 7,500,000 Shares of Common Stock Underlying the Common Warrants 2,197,

Table of Contents Filed Pursuant to Rule 424(b)(5) Registration No. (333-276245) PROSPECTUS SUPPLEMENT (To Prospectus dated January 11, 2024) Scilex Holding Company $50,000,000 Principal Amount of Tranche B Senior Secured Convertible Notes Due 2026 Common Warrants to Purchase up to 7,500,000 Shares of Common Stock Up to 7,500,000 Shares of Common Stock Underlying the Common Warrants 2,197,802 Shar

October 7, 2024 EX-10.1

Consent and Side Letter, dated October 2, 2024, by and between Scilex Holding Company and Oramed Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on October 7, 2024).

Exhibit 10.1 October 2, 2024 Scilex Holding Company 60 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent under Senior Secured Promissory Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (the “SPA”), among Scilex Holding Company, a Delaware corporation (the “Company”), Oram

October 7, 2024 8-K

Current Report

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): October 2, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission

September 23, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 9 (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.

September 23, 2024 EX-10.1

Letter Agreement, dated as of September 20, 2024, by and between Oramed Pharmaceuticals Inc. and Scilex Holding Company. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 23, 2024).

Exhibit 10.1 September 20, 2024 Scilex Holding Company 960 San Antonio Rd. Palo Alto, CA 94303 Attn: Stephen Ma VIA EMAIL RE: Consent under Senior Secured Promissory Note (this “Consent Letter”) Ladies and Gentlemen: Reference is made to (i) that certain Securities Purchase Agreement, dated as of September 21, 2023 (the “SPA”), among Scilex Holding Company, a Delaware corporation (the “Company”),

September 23, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 23, 2024 (September 20, 2024) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852

September 23, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 9 (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

September 18, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE September 18, 2024 Scilex Holding Company Announces the Continuing Support from Endeavor Distribution LLC in the Multi-Year Agreement for Scilex’s Commercial Products and the Satisfaction of FSF 33433 LLC $10 Million Loan PALO ALTO, California. September 18, 2024 /Newswire/ - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-gene

September 18, 2024 EX-10.1

Satisfaction Agreement, dated as of September 17, 2024, by and among Endeavor Distribution LLC, FSF 33433 LLC and Scilex Holding Company. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 18, 2024).

SATISFACTION AGREEMENT This Satisfaction Agreement (the “Agreement”) is made and entered into to be effective as of September 17, 2024, by and between FSF 33433 LLC, a Delaware limited liability company (the “Depositor”), Endeavor Distribution LLC, a Delaware limited liability company (“Endeavor”), and Scilex Holding Company, a Delaware corporation, (the “Company”).

September 18, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 8 (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

September 18, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Termination of a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 18, 2024 (September 17, 2024) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852

September 18, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 8 (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.

September 9, 2024 EX-99.1

Agreement and Plan of Merger, dated as of August 30, 2024, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc. and Semnur Pharmaceuticals, Inc.

EX-99.1 2 d67878dex991.htm EX-99.1 Exhibit 1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of August 30, 2024 by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II DOMESTICATION 15 2.1 Domestication 15 2.2 Plan of Domestication 16 ARTICLE III MERGER 16 3.1 Merger 16 3.2 Closing; Ef

September 9, 2024 SC 13D

DECA / Denali Capital Acquisition Corp. / Scilex Holding Co - SC 13D Activist Investment

SC 13D 1 d67878dsc13d.htm SC 13D UNITED STATES SECURITIES & EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. )* Denali Capital Acquisition Corp. (Name of Issuer) Class A Ordinary Shares, $0.0001 par value per share (Title of Class of Securities) G6256B106 (CUSIP Number) Jaisim Shah Chief Executive Officer Scilex Holding Company 960 Sa

September 9, 2024 EX-99.2

Sponsor Interest Purchase Agreement, dated as of August 30, 2024, by and between Scilex Holding Company and Denali Capital Global Investments LLC.

EX-99.2 3 d67878dex992.htm EX-99.2 Exhibit 2 SPONSOR INTEREST PURCHASE AGREEMENT THIS SPONSOR INTEREST PURCHASE AGREEMENT, dated August 30, 2024 (this “Agreement”), is entered into by and between Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”). RECITALS: WHEREAS, the Sponsor owns

September 3, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE September 3, 2024  Semnur Pharmaceuticals, Inc., a Wholly Owned Subsidiary of Scilex Holding Company, and Denali Capital Acquisition Corp. (Nasdaq: DECA) Announce Signing of a Merger Agreement for a proposed Business Combination, Providing for a Pre-Transaction Equity Value of Semnur of $2.5 Billion • Semnur Pharmaceuticals, Inc. (“Semnur”), a wholly owned subsid

September 3, 2024 EX-10.5

Stockholder Agreement, dated as of August 30, 2024, by and between Denali Capital Acquisition Corp. and Scilex Holding Company (incorporated by reference to Exhibit 10.5 of our Current Report on Form 8-K (File No.001-39852), filed with the SEC on September 3, 2024).

Exhibit 10.5 STOCKHOLDER AGREEMENT THIS STOCKHOLDER AGREEMENT (this “Agreement”), dated as of August 30, 2024, is made and entered into by and between Denali Capital Acquisition Corp., a Cayman Islands exempted company (which shall migrate to and domesticate as a Delaware corporation prior to the Closing, the “Company”), and Scilex Holding Company, a Delaware corporation (“Stockholder”). Capitaliz

September 3, 2024 424B3

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

424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 7 (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

September 3, 2024 EX-10.4

Contribution and Satisfaction of Indebtedness Agreement, dated as of August 30, 2024 by and between Scilex Holding Company and Semnur Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.4 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 3, 2024).

Exhibit 10.4 CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENT This CONTRIBUTION AND SATISFACTION OF INDEBTEDNESS AGREEMENT (this “Agreement”), entered into as of August 30, 2024 (the “Agreement Date”), is made and entered into by and between SCILEX HOLDING COMPANY, a Delaware corporation (“Scilex”), and SEMNUR PHARMACEUTICALS, INC., a Delaware corporation and wholly owned subsidiary of Scil

September 3, 2024 425

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2024 (August 30, 202

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2024 (August 30, 2024) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorpo

September 3, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 7 (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.

September 3, 2024 8-K

Regulation FD Disclosure, Entry into a Material Definitive Agreement, Unregistered Sales of Equity Securities

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): September 3, 2024 (August 30, 2024) SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorpo

September 3, 2024 EX-2.1

Agreement and Plan of Merger, dated as of August 30, 2024, by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc. and Semnur Pharmaceuticals, Inc. (incorporated by reference to Exhibit 2.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 3, 2024).

Exhibit 2.1 Execution Version AGREEMENT AND PLAN OF MERGER dated as of August 30, 2024 by and among Denali Capital Acquisition Corp., Denali Merger Sub Inc., and Semnur Pharmaceuticals, Inc. TABLE OF CONTENTS Page ARTICLE I DEFINITIONS 3 ARTICLE II DOMESTICATION 15 2.1 Domestication 15 2.2 Plan of Domestication 16 ARTICLE III MERGER 16 3.1 Merger 16 3.2 Closing; Effective Time 17 3.3 Directors and

September 3, 2024 EX-99.2

Corporate Presentation.

Exhibit 99.2

September 3, 2024 EX-10.3

Sponsor Interest Purchase Agreement, dated as of August 30, 2024, by and between Denali Capital Global Investments LLC and Scilex Holding Company. (incorporated by reference to Exhibit 10.3 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 3, 2024).

Exhibit 10.3 SPONSOR INTEREST PURCHASE AGREEMENT THIS SPONSOR INTEREST PURCHASE AGREEMENT, dated August 30, 2024 (this “Agreement”), is entered into by and between Denali Capital Global Investments LLC, a Cayman Islands limited liability company (the “Sponsor”), and Scilex Holding Company, a Delaware corporation (the “Purchaser”). RECITALS: WHEREAS, the Sponsor owns 1,932,500 shares of Class B ord

September 3, 2024 EX-10.2

Company Stockholder Support Agreement, dated as of August 30, 2024, by and among Scilex Holding Company, Semnur Pharmaceuticals, Inc. and Denali Capital Acquisition Corp. (incorporated by reference to Exhibit 10.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 3, 2024).

Exhibit 10.2 COMPANY STOCKHOLDER SUPPORT AGREEMENT This COMPANY STOCKHOLDER SUPPORT AGREEMENT, dated as of August 30, 2024 (this “Support Agreement”), is entered into by and among the Stockholders listed on Exhibit A hereto (each, a “Stockholder” and collectively, the “Stockholders”), Semnur Pharmaceuticals, Inc., a Delaware corporation (the “Company”), and Denali Capital Acquisition Corp., a Caym

September 3, 2024 EX-10.1

Sponsor Support Agreement, dated as of August 30, 2024, by and among Denali Capital Acquisition Corp. and each of the Persons set forth on Schedule I attached thereto. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 3, 2024).

***Certain identified information has been omitted from this exhibit because it is both (i) not material and (ii) information that the Registrant treats as private or confidential.

September 3, 2024 EX-10.6

Letter Agreement, dated as of August 30, 2024, by and between Oramed Pharmaceuticals, Inc. and Scilex Holding Company. (incorporated by reference to Exhibit 10.6 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on September 3, 2024).

Exhibit 10.6 ORAMED PHARMACEUTICALS, INC. August 30, 2024 Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 RE:  Amendment to Certain Warrants Ladies and Gentlemen: Reference is made to (i) that certain Warrant to Purchase Common Stock No. ORMP CS-1 (as amended, restated, supplemented and modified from time to time in accordance with its terms, the “CS-1 Warrant”), dated as of Septem

August 13, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 6 (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

August 13, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 6 (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.

August 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39852 Scilex Holding Company (

August 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 31, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

August 1, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE August 1, 2024 Scilex Holding Company Provides Certain Preliminary Unaudited Financial Results for the Month Ended July 31, 2024 • ZTlido net sales for the month ended July 31, 2024 were in the range of $4.0 million to $5.0 million, compared to $2.7 million for the same period last year, representing growth in the range of approximately 48% to 85%. • Total produc

July 26, 2024 424B3

SCILEX HOLDING COMPANY Up to 3,500,000 Shares of Common Stock

424B3 Table of Contents Filed Pursuant to Rule 424(b)(3) Registration No. 333-280882 PROSPECTUS SCILEX HOLDING COMPANY Up to 3,500,000 Shares of Common Stock This prospectus relates to the offer and sale from time to time by the selling securityholders named in this prospectus (including their permitted transferees, donees, pledgees and other successors-in-interest) (collectively, the “Selling Sec

July 25, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 5 (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

July 25, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

424B3 1 scilex424b37.25.2024.htm 424B3 Filed Pursuant to Rule 424(b)(3) Registration No. 333-275117 PROSPECTUS SUPPLEMENT NO. 5 (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)

July 25, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 21, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

July 25, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE July 23, 2024 Scilex Holding Company Strengthens Board of Directors with Appointment of Highly Accomplished Leader in Interventional and Multidisciplinary Spine, Musculoskeletal and Orthopedic Care, Annu Navani, M.D. PALO ALTO, CALIFORNIA – July 23, 2024 (GLOBE NEWSWIRE) - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative revenue-gen

July 23, 2024 CORRESP

Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303

Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 July 23, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Office of Life Sciences 100 F Street, N.

July 18, 2024 EX-4.8

Warrant to Purchase Common Stock, issued to FSF 33433 LLC on June 18, 2024 (incorporated by reference to Exhibit 4.8 of our Registration Statement on Form S-3 (File No. 333-280882), filed with the SEC on July 18, 2024).

Exhibit 4.8 COMMON STOCK PURCHASE WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTI

July 18, 2024 EX-4.9

Warrant to Purchase Common Stock, issued to IVI 66766 LLC on July 16, 2024 (incorporated by reference to Exhibit 4.9 of our Registration Statement on Form S-3 (File No. 333-280882), filed with the SEC on July 18, 2024).

Exhibit 4.9 COMMON STOCK PURCHASE WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTI

July 18, 2024 EX-10.71

Letter Agreement, dated July 16, 2024, by and among Scilex Holding Company, FSF 33433 LLC and IVI 66766 LLC.

Exhibit 10.71 FSF 33433 LLC 1811 Silverside Road Wilmington, DE 19810 July 16, 2024 Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 Ladies and Gentlemen: Reference is made to that certain Commitment Letter (as amended, restated, supplemented and modified from time to time in accordance with its terms, the “Commitment Letter”), dated as of June 11, 2024, entered into between Scilex

July 18, 2024 EX-FILING FEES

Filing Fee Table.

Exhibit 107 Calculation of Filing Fee Tables Form S-1 (Form Type) Scilex Holding Company (Exact Name of Registrant as Specified in its Charter) Table 1: Newly Registered Securities Security Type Security Class Title Fee Calculation Rule Amount to be Registered(1) Proposed Maximum Offering Price Per Security Proposed Maximum Aggregate Offering Price Fee Rate Amount of Registration Fee Newly Registered Securities Fees to be Paid Equity Common Stock, par value $0.

July 18, 2024 S-3

As filed with the U.S. Securities and Exchange Commission on July 18, 2024

S-3 Table of Contents As filed with the U.S. Securities and Exchange Commission on July 18, 2024 Registration No.    UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 Scilex Holding Company (Exact name of registrant as specified in its charter) Delaware 92-1062542 (State or other jurisdiction of incorporation or

July 8, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 8, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number) 9

July 2, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 2, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number) 9

July 2, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE July 2, 2024 Semnur Pharmaceuticals, Inc., a Wholly Owned Subsidiary of Scilex Holding Company, and Denali Capital Acquisition Corp. (Nasdaq: DECA) Enter into a Letter of Intent for a Proposed Business Combination • Semnur Pharmaceuticals, Inc. (“Semnur”), a wholly owned subsidiary of Scilex Holding Company (Nasdaq: SCLX, “Scilex”), and Denali Capital Acquisition

July 1, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): July 1, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number) 9

July 1, 2024 EX-99.1

# # #

Exhibit 99.1 FOR IMMEDIATE RELEASE July 1, 2024 Scilex Holding Company Provides Certain Preliminary Unaudited Financial Results for the Month Ended June 30, 2024 and Second Quarter of 2024 • ZTlido® net sales for the month of June 2024 grew in range of 70% to 104%, compared to the same period last year. • ZTlido® net sales for the quarter ended June 2024 grew in range of 28% to 42%, compared to th

June 28, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K _______________________ CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28,

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 28, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 001-39852 (Commission File Number)

June 21, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 SCILEX HOLDING COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 21, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fi

June 17, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 SCILEX HOLDING COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 17, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fi

June 12, 2024 EX-4.1

Form of Placement Agent Warrant (incorporated by reference to Exhibit 4.2 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on April 25, 2024).

EX-4.1 Exhibit 4.1 FORM OF WARRANT NEITHER THE ISSUANCE AND SALE OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE NOR THE SECURITIES INTO WHICH THESE SECURITIES ARE EXERCISABLE HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED, OR APPLICABLE STATE SECURITIES LAWS. THE SECURITIES MAY NOT BE OFFERED FOR SALE, SOLD, TRANSFERRED OR ASSIGNED: (I) IN THE ABSENCE OF (A) AN EFFECTIVE REGI

June 12, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 4 (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

June 12, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2024 SCILEX HOLDING COMP

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): June 11, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fi

June 12, 2024 424B3

Scilex Holding Company Up to 13,474,683 Shares of Common Stock

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.

June 12, 2024 EX-10.1

Commitment Side Letter, dated June 11, 2024, by and between Scilex Holding Company and FSF 33433 LLC. (incorporated by reference to Exhibit 10.1 of our Current Report on Form 8-K (File No. 001-39852), filed with the SEC on June 12, 2024).

EX-10.1 Exhibit 10.1 COMMITMENT SIDE LETTER FSF 33433 LLC 1811 Silverside Road Wilmington, DE 19810 June 11, 2024 Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 Ladies and Gentlemen: This letter agreement sets forth the commitment of FSF 33433 LLC, a Delaware limited liability company (“Lender”), to provide Scilex Holding Company, a Delaware corporation (the “Company”), a loan (th

May 30, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 SCILEX HOLDING COMPA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 30, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fil

May 30, 2024 EX-99.1

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Exhibit 99.1 FOR IMMEDIATE RELEASE May 30, 2024 Scilex Holding Company Sends Letters to the U.S. Securities and Exchange Commission and Financial Industry Regulatory Authority Regarding Illegal Market Manipulation of the Common Stock of Scilex Holding Company PALO ALTO, CALIFORNIA – May 30, 2024 (GLOBE NEWSWIRE) - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or the “Company”), an innovative reve

May 24, 2024 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2024 SCILEX HOLDING COMPA

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): May 24, 2024 SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) Delaware 001-39852 92-1062542 (State or other jurisdiction of incorporation) (Commission Fil

May 24, 2024 EX-99.1

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EX-99.1 Exhibit 99.1 FOR IMMEDIATE RELEASE May 24, 2024 Scilex Holding Company Sends Letter to U.S. House of Representatives on Illegal Market Manipulation of the Common Stock of Scilex Holding Company PALO ALTO, CALIFORNIA – May 24, 2024 (GLOBE NEWSWIRE) - Scilex Holding Company (Nasdaq: SCLX, “Scilex” or “Company”), an innovative revenue-generating company focused on acquiring, developing and co

May 13, 2024 424B3

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

Filed Pursuant to Rule 424(b)(3) Registration No. 333-268603 PROSPECTUS SUPPLEMENT NO. 3 (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

May 13, 2024 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: March 31, 2024 ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number 001-39852 Scilex Holding Company

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