Scilex Holding Co美股招股说明书(2025-08-14版)

Registration No. 333-280882 SCILEX HOLDING COMPANY Up to 1,594,207 Shares of Common StockUp to 198,810 Shares of Common Stock Issuable Upon the Exercise of WarrantsUp to 1,402,955 Warrants Up to 3,593,288 Shares of Common StockUp to 3,250,000 Shares of Common Stock offered by the Selling Securityholder Up to 6,685,714 Shares of Common Stock This prospectus supplement updates and supplements: (i) the prospectus dated May 13, 2025, which forms a part of ourregistration statement on Form S-1 (No. 333-268603) for which Post-Effective Amendment No. 3 was filed with the Securities andExchange Commission (the “SEC”) on May 7, 2025 and declared effective by the SEC on May 13, 2025 (the “Post-deSPACProspectus”); (ii)the prospectus dated May 13, 2025, which forms a part of our registration statement on Form S-1 (No. 333-280882) for which Post-Effective Amendment No. 1 was filed with the SEC on May 7, 2025 and declared effective by the SEC onMay 13, 2025 (the “Conversion Prospectus”); and (iii)the prospectus dated May 13, 2025, which forms a part of our registrationstatement on Form S-1 (No. 333-275117) for which Post-Effective Amendment No. 2 was filed with the SEC on May 7, 2025 anddeclared effective by the SEC on May 13, 2025 (the “Oramed Resale Prospectus” and together with the Post-deSPAC Prospectusand the Conversion Prospectus, the “Prospectuses”). This prospectus supplement is being filed to update and supplement theinformation in the Prospectuses with the information contained in our Quarterly Report on Form 10-Q, filed with the SEC onAugust 13, 2025 (the “Report”). Accordingly, we have attached the Report to this prospectus supplement. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SCLX”. On August 13, 2025, the last reportedsales price per share of our Common Stock was $21.00.Our Public Warrants are listed on the Nasdaq Capital Market under thesymbol “SCLXW.” On August 13, 2025, the closing sale price per warrant of our Public Warrants was $0.56. On April 15, 2025, we effected a reverse stock split of our Common Stock at a ratio of 1-for-35 (the “Reverse Stock Split”).Unless otherwise noted, the share and per share information in the Prospectuses and this prospectus supplement reflects the effectof the Reverse Stock Split. This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and maynot be delivered or utilized except in combination with, the Prospectuses, including any amendments or supplements thereto. Thisprospectus supplement should be read in conjunction with the Prospectuses and if there is any inconsistency between theinformation in the Prospectuses and this prospectus supplement, you should rely on the information in this prospectus supplement. See the section titled “Risk Factors” beginning on page 23 of the Post-deSPAC Prospectus, page 23 of the ConversionProspectus, and page 23 of the Oramed Resale Prospectus, as well as risks and uncertainties The date of this prospectus supplement is August 13, 2025 Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during thepreceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past90 days.☒Yes☐No Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of RegulationS-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).☒Yes☐NoIndicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 ofthe Exchange Act: SCILEX HOLDING COMPANY TABLE OF CONTENTS PART I.FINANCIAL INFORMATION Item 1.Financial Statements (Unaudited)Condensed Consolidated Balance SheetsCondensed Consolidated Statements of OperationsCondensed Consolidated Statements of Stockholders’ DeficitCondensed Consolidated Statements of Cash FlowsNotes to Unaudited Condensed Consolidated Financial StatementsItem 2.Management’s Discussion and Analysis of Financial Condition and Results of OperationsItem 3.Quantitative and Qualitative Disclosures About Market RiskItem 4.Controls and Procedures PART II.OTHER INFORMATION Item 1.Legal ProceedingsItem 1A.Risk FactorsItem 2.Unregistered Sales of Equity Securities and Use of ProceedsItem 3.Defaults Upon Senior SecuritiesItem 4.Mine Safety DisclosuresItem 5.Other InformationItem 6.ExhibitsSignatures SCILEX HOLDING COMPANY In this Quarterly Report on Form 10-Q, unless the context requires otherwise, refe