Filed Pursuant to Rule 424(b)(3)
Registration No. 333-269205
PROSPECTUS SUPPLEMENT NO. 14
(to Prospectus dated March 20, 2023)
Scilex Holding Company
Up to 28,128,422 Shares of Common Stock
This prospectus supplement supplements the prospectus dated March 20, 2023 (the “Prospectus”), which forms a part of our registration statement on Form S-1 (No. 333-269205) 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 20, 2023. This prospectus supplement is being filed to update and supplement the information in the Prospectus with the information contained in our Amendment No. 1 to the Current Report on Form 8-K/A, filed with the Securities and Exchange Commission on September 27, 2023 (the “Current Report”). Accordingly, we have attached the Current Report to this prospectus supplement.
The Prospectus and this prospectus supplement relate to the resale from time to time of up to 28,128,422 shares of our common stock, par value $0.0001 per share (the “Common Stock”), by B. Riley Principal Capital II, LLC, a Delaware limited liability company (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 January 8, 2023 (the “B. Riley 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 B. Riley Purchase Agreement.
Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SCLX”. On September 26, 2023, the last reported sales price per share of our Common Stock was $1.56.
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 September 27, 2023
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): September 15, 2023
SCILEX HOLDING COMPANY
(Exact name of registrant as specified in its charter)
| Delaware | 001-39852 | 92-1062542 | ||
| (State or other jurisdiction of incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
960 San Antonio Road, Palo Alto, California, 94303
(Address of principal executive offices, including zip code)
Registrant’s telephone number, including area code: (650) 516-4310
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ☐ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ☐ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ☐ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ☐ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act
Title of each class | Trading | Name of each exchange on | ||
| Common Stock, par value $0.0001 per share | SCLX | The Nasdaq Stock Market LLC | ||
| Warrants to purchase one share of common stock, each at an exercise price of $11.50 per share | SCLXW | The Nasdaq Stock Market LLC |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ☒
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☒
Explanatory Note
This Amendment No. 1 to the Current Report on Form 8-K/A of Scilex Holding Company (the “Company”) amends the Current Report on Form 8-K filed with the Securities and Exchange Commission on September 21, 2023 (the “Original Form 8-K”), with respect to the Settlement Agreement, dated September 15, 2023 (the “Settlement Agreement”), among the Company, Cove Lane Onshore Fund, LLC (“Cove Lane”), HBC Investments LLC (“HBC” and together with Cove Lane, the “Investors” and each an “Investor”) and Hudson Bay Capital Management LP (“Hudson Bay” and collectively with the Investors, the “Hudson Bay Parties” and each a “Hudson Bay Party”). The amendment is being filed to include additional disclosure regarding the treatment under the Settlement Agreement of amounts previously paid by the Company to the Investors.
Except as described below, all of the other information in the Original Form 8-K remains unchanged.
Item 1.01. Entry into a Material Definitive Agreement
Pursuant to the terms of the Settlement Agreement, the Company agreed, among other things, that the amounts paid by the Company to the Investors prior to the date thereof, which amounts are comprised of $8.65 million (including $150,000 for legal fees of Hudson Bay), in connection with a proposed transaction with the Hudson Bay Parties, were properly earned by the Investors and were not subject to clawback by the Company.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| SCILEX HOLDING COMPANY | ||
| By: | /s/ Jaisim Shah | |
| Name: | Jaisim Shah | |
| Title: | Chief Executive Officer and President | |
Date: September 27, 2023
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