Filed Pursuant to Rule 424(b)(3)
Registration No. 333-268607
PROSPECTUS SUPPLEMENT NO. 20
(to Prospectus dated
March 17, 2023)
Scilex Holding Company
Up to 28,078,672 Shares of Common Stock
This prospectus
supplement supplements the prospectus dated March 17, 2023 (the Prospectus), which forms a part of our registration statement on Form S-1 (No.
333-268607) for which Post-Effective Amendment No. 1 was filed with the Securities and Exchange Commission on March 13, 2023 and declared effective by the Securities and Exchange Commission on
March 17, 2023. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Current Reports on Form 8-K, filed with the
Securities and Exchange Commission on February 16, 2024 and February 20, 2024 (together, the Current Reports). Accordingly, we have attached the Current Reports to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time of up to 28,078,672 shares of our common stock, par value
$0.0001 per share (the Common Stock), by YA II PN, Ltd., a Cayman Islands exempt limited partnership (the Selling Securityholder). The shares included in the Prospectus and this prospectus supplement consist of shares of
Common Stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Securityholder, from time to time, pursuant to a standby equity purchase agreement we entered into with the Selling Securityholder on
November 17, 2022, as amended and restated on February 8, 2023 (the A&R Yorkville Purchase Agreement), in which the Selling Securityholder has committed to purchase from us, at our direction, up to $500,000,000 of our
Common Stock, subject to terms and conditions specified in the A&R Yorkville Purchase Agreement.
Our Common Stock is listed on the
Nasdaq Capital Market under the symbol SCLX. On February 16, 2024, the last reported sales price per share of our Common Stock was $1.87.
This prospectus supplement updates and supplements the information in the Prospectus and is not complete without, and may not be delivered or
utilized except in combination with, the Prospectus, including any amendments or supplements thereto. This prospectus supplement should be read in conjunction with the Prospectus and if there is any inconsistency between the information in the
Prospectus and this prospectus supplement, you should rely on the information in this prospectus supplement.
See the section entitled
Risk Factors beginning on page 15 of the Prospectus as well as risks and uncertainties described under similar headings in any amendments or supplements to the Prospectus to read about factors you should consider before buying our
securities.
Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of
these securities or passed upon the accuracy or adequacy of this prospectus supplement or the Prospectus. Any representation to the contrary is a criminal offense.
The date of this prospectus supplement is February 20, 2024