Filed Pursuant to Rule 424(b)(3)
Registration No. 333-271204
PROSPECTUS SUPPLEMENT NO. 18
(to Prospectus dated April 19, 2023)
Scilex Holding Company
Up to 3,290,000 Shares of Common Stock
This prospectus
supplement supplements the prospectus dated April 19, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No.
333-271204). 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 (the “Current Reports”). Accordingly, we have attached the Current Reports to this prospectus
supplement.
The Prospectus and this prospectus supplement relate to the offer and sale, from time to time, of up to 3,290,000 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 may issue to the Selling Securityholder upon the conversion of certain convertible debentures (the “Convertible Debentures”) in an aggregate amount of $25,000,000 issued to the Selling
Securityholder pursuant to a securities purchase agreement that we entered into with the Selling Securityholder on March 1, 2023.
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 14 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