Filed Pursuant to Rule 424(b)(5)
Registration No. 333-276245
The information in this preliminary prospectus supplement is not
complete and may be changed. A registration statement relating to these securities has been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying base prospectus are not an offer to
sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.
SUBJECT TO COMPLETION, DATED FEBRUARY 29, 2024
PRELIMINARY PROSPECTUS SUPPLEMENT
(To Prospectus dated
January 11, 2024)
Scilex Holding Company
Shares of Common Stock
Common
Warrants to Purchase up to Shares of Common Stock
Up to Shares of Common Stock Underlying
the Common Warrants
Representative Warrants to Purchase up to Shares of Common Stock
Up to Shares of Common Stock Underlying the Representative Warrants
We are offering (i) shares of our common stock, $0.0001 par value per share, and (ii) warrants to purchase up to
shares of our common stock (the Common Warrants) pursuant to this prospectus supplement and the accompanying base prospectus. The combined public offering price per share of common stock and accompanying Common
Warrant is $ .
The Common Warrants will have an exercise price of $ per share of common stock and
will be exercisable immediately from the date of issuance and will expire five years from the date of issuance. The shares of common stock and Common Warrants are immediately separable and will be issued separately, but must be purchased together in
this offering. The shares of our common stock issuable from time to time upon exercise of the Common Warrants are also being offered pursuant to this prospectus supplement and the accompanying base prospectus.
Our common stock and certain warrants outstanding prior to this offering are listed on the Nasdaq Capital Market under the symbols
SCLX and SCLXW, respectively. On February 28, 2024, the last reported sale price of our common stock on the Nasdaq Capital Market was $2.42 per share and the closing price of our listed warrants was $0.435 per warrant.
There is no established public trading market for the Common Warrants, and we do not expect a market to develop. We do not intend to list the Common Warrants on the Nasdaq Capital Market, any other national securities exchange or any other
nationally recognized trading system. Without an active trading market, the liquidity of the Common Warrants will be limited.
We have
engaged Rodman & Renshaw LLC (Rodman) and Stockblock Securities LLC (StockBlock) as underwriters (together, the underwriters), with Rodman and StockBlock serving as the representatives of the underwriters
in connection with this offering. We have agreed to pay the underwriters the fees set forth in the table below. Pursuant to this prospectus supplement and the accompanying prospectus, we will also issue warrants to purchase up
to shares of our common stock (which represents 8.0% of the shares of our common stock sold in this offering, including pursuant to the option to purchase additional shares described below) (the Representative
Warrants), to the underwriters as part of the compensation payable to the underwriters. The Representative Warrants will have an exercise price of $ per share (which represents 125% of the combined public offering
price per share of common stock and accompanying Common Warrant sold in this offering) and will be immediately exercisable and expire five years from the commencement of sales in this offering. We are also registering pursuant to this
prospectus supplement and the accompanying prospectus the shares of common stock issuable upon exercise of the Representative Warrants. See Underwriting beginning on page S-22 of this
prospectus supplement for more information.
The offering is being underwritten on a firm commitment basis. The underwriters may offer the
shares of our common stock, Common Warrants, and/or combination thereof from time to time to purchasers directly or through agents, or through brokers in brokerage transactions on the Nasdaq Capital Market, through block trades, or to dealers in
negotiated transactions or in a combination of such methods of sale, or otherwise, at fixed price or prices, which may be changed, or at market prices prevailing at the time of sale, at prices related to such prevailing market prices at the time of
sale, any of which may represent a discount from the prevailing market prices, in each case.
The combined public offering price per share
of common stock and accompanying Common Warrant will be determined between us, the underwriters, and investors based on market conditions at the time of pricing, and may be at a discount to the current market price of our shares of common stock.
We are an emerging growth company as that term is used in the Jumpstart Our Business Startups Act of 2012 and as such, are
subject to reduced public company disclosure standards for this prospectus supplement, the accompanying prospectus and our filings with the Securities and Exchange Commission. See Prospectus Supplement SummaryImplications of Being an
Emerging Growth Company.
Investing in our securities involves a high degree of risk. See Risk Factors
beginning on page S-10 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement for a discussion of certain risks you
should consider before investing in our securities.
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Per Share and accompanying Common Warrant |
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Total |
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Combined public offering price |
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$ |
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$ |
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Underwriting discounts and
commissions(1) |
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$ |
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$ |
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Proceeds to us before expenses(2) |
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$ |
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$ |
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(1) |
In addition, we have agreed to (i) pay for certain expenses of the underwriters and (ii) issue the
representatives of the underwriters or their respective designees at the closing of this offering the Representative Warrants equal to 8.0% of the shares of our common stock sold in this offering, including pursuant to the option to purchase
additional shares as described below. See Underwriting beginning on page S-22 of this prospectus supplement for additional information regarding underwriting compensation.
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(2) |
The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the
Common Warrants being issued in this offering. |
We have granted the underwriters an option for a period of up to 30 days
from the date of this prospectus supplement to purchase up to additional shares of our common stock at the public offering price of $ , and/or Common Warrants to purchase up to
shares of our common stock at the public offering price of $ , less underwriting discounts and commissions. If the underwriters exercises the option in full, the
total underwriting discounts and commissions payable by us will be $ and the total proceeds to us, before expenses, will be $ , excluding potential proceeds from the
exercise of the Common Warrants included in such option.
Neither the Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.
Delivery of the shares of common stock and Common Warrants is expected to be made on or about March , 2024, subject to
satisfaction of certain customary closing conditions.
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Rodman & Renshaw LLC |
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StockBlock Securities LLC |
The date of this prospectus supplement is February , 2024