SEC Comment Letter for Scilex Holding (SCLX) — Apr 24, 2026
Scilex Holding Co
Date: April 24, 2026 · CIK: 0001820190 · Accession: 0000000000-26-004228
AI Filing Summary & Sentiment
Reasoning
File numbers found in text: 333-295109
Letter
Re: Scilex Holding Company Registration Statement on From S-3 Filed April 16, 2026 File No. 333-295109 Dear Henry Ji Ph.D.:
April 24, 2026
Henry Ji, Ph.D. Chief Executive Officer & President Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303
We have conducted a limited review of your registration statement and have the following comments.
Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response.
After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments.
Registration Statement on Form S-3 filed April 16, 2025 Important Information Incorporated by Reference, page 44
1. Your Form 10-K for the fiscal year ended December 31, 2025, which has been forward incorporated by reference into your registration statement, reflects the acquisition of Vivasor Holding Company on December 5, 2025. Based on the purchase consideration transferred, this acquisition would appear to exceed the significance thresholds set forth in Rule 1-02(w) of Regulation S-X. As such, please tell us how you have complied with the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation S-X as it relates to this acquisition. Exhibits
2. Please tell us why you have not publicly filed your December 5, 2025 Share Transfer Agreement with Vivasor. For reference, please refer to Item 601(b)(2) and (b)(10) of Regulation S-K. April 24, 2026 Page 2
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.
Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement.
Please contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any other questions.
Sincerely,
Division of
Corporation Finance
Office of Life
Sciences
cc: Elizabeth Razzano, Esq.
Show Raw Text
<DOCUMENT> <TYPE>TEXT-EXTRACT <SEQUENCE>2 <FILENAME>filename2.txt <TEXT> April 24, 2026 Henry Ji, Ph.D. Chief Executive Officer & President Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 Re: Scilex Holding Company Registration Statement on From S-3 Filed April 16, 2026 File No. 333-295109 Dear Henry Ji Ph.D.: We have conducted a limited review of your registration statement and have the following comments. Please respond to this letter by amending your registration statement and providing the requested information. If you do not believe a comment applies to your facts and circumstances or do not believe an amendment is appropriate, please tell us why in your response. After reviewing any amendment to your registration statement and the information you provide in response to this letter, we may have additional comments. Registration Statement on Form S-3 filed April 16, 2025 Important Information Incorporated by Reference, page 44 1. Your Form 10-K for the fiscal year ended December 31, 2025, which has been forward incorporated by reference into your registration statement, reflects the acquisition of Vivasor Holding Company on December 5, 2025. Based on the purchase consideration transferred, this acquisition would appear to exceed the significance thresholds set forth in Rule 1-02(w) of Regulation S-X. As such, please tell us how you have complied with the requirements of Item 2.01 of Form 8-K and Rule 3-05 of Regulation S-X as it relates to this acquisition. Exhibits 2. Please tell us why you have not publicly filed your December 5, 2025 Share Transfer Agreement with Vivasor. For reference, please refer to Item 601(b)(2) and (b)(10) of Regulation S-K. April 24, 2026 Page 2 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. Refer to Rules 460 and 461 regarding requests for acceleration. Please allow adequate time for us to review any amendment prior to the requested effective date of the registration statement. Please contact Franklin Wyman at 202-551-3660 or Angela Connell at 202-551-3426 if you have questions regarding comments on the financial statements and related matters. Please contact Daniel Crawford at 202-551-7767 or Joe McCann at 202-551-6262 with any other questions. Sincerely, Division of Corporation Finance Office of Life Sciences cc: Elizabeth Razzano, Esq. </TEXT> </DOCUMENT>