Correspondence 0001193125-24-005186 from Scilex Holding Co (SCLX, SCLXW) (CIK 0001820190) (SCLX)
Scilex Holding Co (SCLX, SCLXW) (CIK 0001820190)
Date: Jan. 9, 2024 · CIK: 0001820190 · Accession: 0001193125-24-005186
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File numbers found in text: 333-276245
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CORRESP 1 filename1.htm CORRESP Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 January 9, 2024 VIA EDGAR United States Securities and Exchange Commission Division of Corporation Finance Attention: Office of Life Sciences 100 F Street, N.E. Washington, D.C. 20549-0406 Re: Scilex Holding Company Registration Statement on Form S-3, filed on December 22, 2023, as amended File No. 333-276245 Ladies and Gentlemen: Pursuant to Rule 461 under the Securities Act of 1933, as amended, Scilex Holding Company (the “Company”) hereby respectfully requests that the effectiveness of the Registration Statement on Form S-3 (File No. 333-276245) of the Company, filed with the Securities and Exchange Commission on December 22, 2023, as amended (the “Registration Statement”), be accelerated so that the Registration Statement shall become effective at 4:00 p.m. (Eastern Time) on January 11, 2024, or as soon as possible thereafter. The Company hereby confirms that it is aware of its responsibilities under the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, as they relate to the proposed offering of the securities specified in the Registration Statement. It would be appreciated if, promptly after the Registration Statement has become effective, you would so inform our outside counsel, Jeffrey T. Hartlin of Paul Hastings LLP, by telephone at (650) 320-1804 or by email at jeffhartlin@paulhastings.com, and Elizabeth A. Razzano of Paul Hastings LLP, by telephone at (650) 320-1895 or by email at elizabethrazzano@paulhastings.com. The Company hereby authorizes Mr. Hartlin or Ms. Razzano of Paul Hastings LLP to orally modify or withdraw this request for acceleration. Sincerely, SCILEX HOLDING COMPANY By: /s/ Jaisim Shah Jaisim Shah President and Chief Executive Officer cc: Jeffrey T. Hartlin, Esq. (Paul Hastings LLP) Elizabeth A. Razzano, Esq. (Paul Hastings LLP)