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 a
part of our registration statement on Form S-1 (No. 333-268603) for which Post-Effective Amendment No. 2 was filed with the Securities and Exchange Commission on
March 27, 2024 and declared effective by the Securities and Exchange Commission on March 29, 2024. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our
Current Report on Form 8-K, filed with the Securities and Exchange Commission on June 12, 2024 (the Current Report). Accordingly, we have attached the Current Report to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the issuance by us of up to an aggregate of
11,003,988 shares of our common stock, par value $0.0001 per share (Common Stock), issuable upon the exercise of (i) 4,104,000 private placement warrants (the Private Warrant Shares) originally sold in a private placement at
a price of $0.75 per warrant in connection with the initial public offering of Vickers Vantage Corp. I (Vickers) (and a portion of which were subsequently transferred to Sorrento Therapeutics, Inc. (Sorrento) at no cost in
connection with the Business Combination (as defined below)) (the Private Warrants) and (ii) 6,899,988 public warrants (the Public Warrant Shares) originally sold to the public investors in connection with the initial public
offering of units of Vickers (the Public Warrants and together with the Private Warrants, the Warrants) at a price of $10.00 per unit, with each unit consisting of one ordinary share of Vickers and one-half of one warrant to purchase one ordinary share of Vickers. As previously disclosed in prospectus supplement no. 16 to the Prospectus, filed with the Securities and Exchange Commission on October 6,
2023, Sorrento subsequently sold (a) 60,068,585 shares of Common Stock; (b) 29,057,097 shares of Series A Preferred Stock; and (c) warrants exercisable for 4,490,617 shares of Common Stock, in each case to us by delivery of such purchased
securities to SCLX Stock Acquisition JV LLC, a Texas limited liability company (SCLX JV) and our indirect wholly-owned subsidiary, of which warrants exercisable for 4,000,000 shares of Common Stock were subsequently transferred by SCLX
JV to Oramed Pharmaceuticals, Inc., a Delaware corporation (Oramed).
Each Warrant entitles the holder thereof
to purchase one share of our Common Stock at a price of $11.50 per share. We will not receive the proceeds from the resale of the Private Warrant Shares or the Public Warrant Shares hereunder; however, we will receive the proceeds from any exercise
of the Private Warrants and the Public Warrants.
The Prospectus and this prospectus supplement also relates to the offer
and sale from time to time by:
(a) the selling stockholders named in this prospectus (including their permitted
transferees, donees, pledgees and other successors-in-interest) (collectively, the Selling Stockholders) of up to an aggregate of 71,459,469 shares (the
Resale Shares) of our Common Stock, consisting of:
(i) up to 3,983,057 shares of Common Stock
(the Sponsor Shares) held by Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd, Pei Wei Woo, Suneel Kaji and Steve Myint (collectively, the Sponsors), comprised of 3,450,000 shares that were issued on
November 9, 2022 upon conversion of the same number of our former ordinary shares (initially acquired by the Sponsors prior to the initial public offering of units of Vickers Vantage Corp. I at a purchase price of $0.007 per ordinary share) in
connection with the Domestication and the Business Combination (each as defined below) and 533,057 shares that were also issued on November 9, 2022 upon the contribution of certain indebtedness by Vickers Venture Fund VI Pte Ltd and Vickers
Venture Fund VI (Plan) Pte Ltd at a contribution value of $10.00 per share, in connection with the Business Combination pursuant to a debt contribution agreement;