Scilex Holding Company filed Prospectus Supplement No. 2 (Rule 424(b)(3)) on 24 June 2025 to incorporate its Form 8-K dated 23 June 2025. The supplement registers (a) up to 1,594,207 shares of common stock for resale by existing security-holders, (b) up to 198,810 shares issuable from the exercise of 1,402,955 SPAC warrants, and (c) the resale of those 1,402,955 private placement warrants themselves. Each SPAC warrant, adjusted for the 15 April 2025 1-for-35 reverse stock split, now entitles the holder to purchase 1⁄35 of a share at an exercise price of $402.50 per whole share. The company receives no proceeds from share resales but would receive cash upon warrant exercises. On 23 June 2025 the stock closed at $4.98 (ticker SCLX) and the public warrant at $0.0855 (ticker SCLXW).
The accompanying Form 8-K reports results of the 20 June 2025 Annual Meeting. Quorum was achieved with 100 % of Series A Preferred Stock (29,057,097 shares) and 67.3 % of Common Stock (4,678,182 of 6,951,622 shares) present or represented. Holders voted on an as-converted basis, providing 922,447 aggregate votes from the preferred shares. Directors Jaisim Shah (3,537,589 for / 323,203 withheld) and Henry Ji, Ph.D. (3,433,624 for / 427,168 withheld) were re-elected as Class III directors through 2028. BPM LLP was ratified as independent auditor for fiscal 2025 (5,354,958 for / 166,743 against / 78,928 abstain).
The prospectus supplement must be read together with the May 13 2025 base prospectus and includes customary risk-factor references. No other financial statements or earnings data were provided.