SEC Form SC 13D/A filed by Scilex Holding Company (Amendment)

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

 NAME OF REPORTING PERSON

 SCLX Stock Acquisition JV LLC

 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

 (a) ☐  (b) ☐

 SEC USE ONLY

 SOURCE OF FUNDS (SEE INSTRUCTIONS)

 SC

 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

 ☐

 CITIZENSHIP OR PLACE OF ORGANIZATION

 Texas

NUMBER OF

SHARES  BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

 SOLE VOTING POWER

 89,616,299 (1)

 SHARED VOTING POWER

 0

 SOLE DISPOSITIVE POWER

 89,616,299 (1)

 SHARED DISPOSITIVE POWER

 0

 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 89,616,299 (1)

 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE  INSTRUCTIONS)

 ☐

 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 33.3% (2)

 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 OO

Comprised of (i) 60,068,585 shares of common stock, par value $0.0001 per share (“Common Stock”), of Scilex Holding Company (the “Issuer”), (ii) 29,057,097 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer (“Series A Preferred Stock”) which are entitled to vote, together with the holders of Common Stock, and not separately as a class, on an as converted to Common Stock basis on all matters on which the holders of shares of Common Stock have the right to vote (with the number of votes being determined by dividing the stated value (as determined under the Issuer’s Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022) by $10.00), and (iii) 490,617 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the date on which this Amendment No. 3 to Schedule 13D (this “Amendment No. 3”) has been filed with the Securities and Exchange Commission (“SEC”).

Percent of class beneficially owned is calculated based on 166,189,835 shares of Common Stock outstanding as of April 22, 2024, plus (i) 15,000,000 shares of Common Stock issued on April 25, 2024 pursuant to that certain Securities Purchase Agreement, dated as of April 23, 2024 between the Issuer and the investor named therein, and (ii) 490,617 shares of Common Stock issuable upon exercise of warrants held by the Reporting Person that are exercisable within 60 days of the date on which this Amendment No. 3 has been filed with the SEC. Shares of Series A Preferred Stock are not convertible into shares of Common Stock and therefore the 29,057,097 shares of Series A Preferred Stock held by the Reporting Person are not included in this percentage. The Reporting Person’s aggregate voting power, including shares of Series A Preferred Stock and assuming the exercise of all warrants held by the Reporting Person, is 42.53%.

Interest in Securities of the Issuer.

See responses to Items 11 and 13 on the cover page.

See responses to Items 7, 8, 9 and 10 on the cover page.

The Reporting Person has not effected any transactions of Common Stock or Series A Preferred Stock during the 60 days preceding the date of this report.

Not applicable.

Not applicable.