SecProbe.io

August 20, 2025
Stephen Ma
Chief Financial Officer
Scilex Holding Company
960 San Antonio Road
Palo Alto, California 94303
Re:Scilex Holding Company
Form 10-K for the Fiscal Year Ended December 31, 2024
Filed March 31, 2025
Form 10-Q for the Quarterly Period Ended June 30, 2025
Filed August 13, 2025
File No. 001-39852
Dear Stephen Ma:
            We have limited our review of your filing to the financial statements and related
disclosures and have the following comments.
            Please respond to this letter within ten business days by providing the requested
information or advise us as soon as possible when you will respond. If you do not believe a
comment applies to your facts and circumstances, please tell us why in your response.
            After reviewing your response to this letter, we may have additional comments.
Form 10-K for the Fiscal Year Ended December 31, 2024
Notes to Consolidated Financial Statements
1. Nature of Operations and Basis of Presentation
Revenue Recognition, page F-14
1.Please describe and quantify key factors underlying the significant increase in the
accrued rebates and fees liability to $162.5 million as of December 31, 2024, as well
as corresponding adjustments to gross revenue for each period presented. Revise your
disclosure accordingly.
2. Liquidity and Going Concern, page F-17
Please provide us with an analysis supporting your accounting for the FSF
Commitment Side Letter and related Satisfaction Agreement.  As part of this analysis,
please provide us with illustrative journal entries depicting your accounting for the 2.

August 20, 2025
Page 2
following:
•Receipt of FSF Deposit from FSF Lender
•Issuance of warrants to FSF Lender
•Satisfaction of Deposit via delivery of product to Endeavor
8. Junior DIP Facility and Sorrento Stock Purchase Agreement
Series A Preferred Stock, page F-35
3.Your repurchase of all outstanding Series A Preferred Stock under the Sorrento SPA
was "treated as a redemption of shares and viewed as a deemed dividend," whereby
you "derecognized the carrying value of the Series A Preferred Stock with any excess
amount allocated as a reduction of additional paid in capital." Please demonstrate how
this accounting treatment was presented in the consolidated statements of
stockholders' equity (deficit) and refer us to the technical guidance upon which you
relied. In addition, explain the basis for your statement that these preferred shares are
being held as collateral for the Oramed Note and refer us to the legal document
supporting this assertion. Revise your disclosure accordingly.
11. Commitments and Contingencies
Litigation, page F-44
4.Please explain how legal settlement gains of $9.4 million reported in the consolidated
statement of operations and comprehensive loss related to settlement
agreements completed in 2024. Revise your disclosure accordingly.
Form 10-Q for the Quarterly Period Ended June 30, 2025
Management's Discussion and Analysis of Financial Condition and Results of Operations
Results of Operations for the Six Months Ended June 30, 2025 and 2024, page 51
5.Please revise your future filings to describe any known trends or uncertainties that
have had or that are reasonably likely to have a material favorable or unfavorable
impact on your net revenues or income from continuing operations.  In this regard, we
note that net revenues for each of your products significantly decreased during the six
months ended June 30, 2025.  Refer to Item 303(b)(2)(ii) of Regulation S-K.
            In closing, we remind you that the company and its management are responsible for
the accuracy and adequacy of their disclosures, notwithstanding any review, comments,
action or absence of action by the staff.
            Please contact Frank Wyman at 202-551-3660 or Angela Connell at 202-551-3426
with any questions.
Sincerely,
Division of Corporation Finance
Office of Life Sciences