Scilex Holding Co美股招股说明书(2025-09-29版)

RegistrationNo.333-268603 RegistrationNo.333-280882 RegistrationNo.333-275117 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 May13, 2025, which forms a part of our registration statement onFormS-1(No.333-268603)for which Post-Effective Amendment No.3 was filed with the Securities and Exchange Commission (the “SEC”) on May7,2025 and declared effective by the SEC on May13, 2025 (the “Post-deSPAC Prospectus”); (ii) the prospectus dated May13, 2025, which forms a partof our registration statement on FormS-1(No.333-280882)for which Post-Effective Amendment No.1 was filed with the SEC on May7, 2025 anddeclared effective by the SEC on May13, 2025 (the “Conversion Prospectus”); and (iii)the prospectus dated May13, 2025, which forms a part of ourregistration statement on FormS-1(No.333-275117)for which Post-Effective Amendment No.2 was filed with the SEC on May7, 2025 and declaredeffective by the SEC on May13, 2025 (the “Oramed Resale Prospectus” and together with the Post-deSPAC Prospectus and the Conversion Prospectus,the “Prospectuses”). This prospectus supplement is being filed to update and supplement the information in the Prospectuses with the informationcontained in our Current Reports on Form8-K,filed with the SEC on September26, 2025 (the “Reports”). Accordingly, we have attached the Reports tothis prospectus supplement. Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SCLX”. On September25, 2025, the last reported sales price pershare of our Common Stock was $28.87. Our Public Warrants are listed on the Nasdaq Capital Market under the symbol “SCLXW.” On September25,2025, the closing sale price per warrant of our Public Warrants was $0.28. On April15, 2025, we effected a reverse stock split of our Common Stock at a ratio of1-for-35(the “Reverse Stock Split”). Unless otherwisenoted, the share and per share information in the Prospectuses and this prospectus supplement reflects the effect of the Reverse Stock Split. This prospectus supplement updates and supplements the information in the Prospectuses and is not complete without, and may not be deliveredor utilized except in combination with, the Prospectuses, including any amendments or supplements thereto. This prospectus supplement should be readin conjunction with the Prospectuses and if there is any inconsistency between the information in the Prospectuses and this prospectus supplement, youshould 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 theConversion Prospectus, and page 23 of the Oramed Resale Prospectus, as well as risks and uncertainties describedunder similar headings in any amendments or supplements to the Prospectuses to read about factors you shouldconsider before buying our securities. SCILEX HOLDING COMPANY (Exact name of registrant as specified in its charter) 001-39852(CommissionFile Number) Check the appropriate box below if the Form8-Kfiling is intended to simultaneously satisfy the filing obligation of the registrant under any of thefollowing provisions: ☐Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)☐Soliciting material pursuant to Rule14a-12under the Exchange Act (17 CFR240.14a-12)☐Pre-commencementcommunications pursuant to Rule14d-2(b)under the Exchange Act (17 CFR240.14d-2(b))☐Pre-commencementcommunications pursuant to Rule13e-4(c)under the Exchange Act (17 CFR240.13e-4(c)) Securities registered pursuant to Section12(b) of the Act 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 anynew or revised financial accounting standards provided pursuant to Section13(a) of the Exchange Act.☒ Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; CompensatoryArrangements of Certain Officers. Resignation of Directors On September22, 2025, in connection with the previously announced business combination (the “Business Combination”) among Denali CapitalAcquisition Corp., a Cayman Islands exempted company (“Denali”), Denali Merger Sub Inc., a Delaware corporation and wholly owned subsidiary ofDenali and Semnur Pharmaceuticals, Inc., a majority owned subsidiary of Scilex Holding Company (the “Company”), Annu Navani and Jaisim Shahresigned as directors of the Company, effective immediately (the “Effective Time”). Neither Ms.Navani nor Mr.Shah resigned because of anydisagreement with the Company on any matter relating to the Company’s operations, policies