United States securities and exchange commission logo November 3, 2023 Jaisim Shah Chief Executive Officer Scilex Holding Company 960 San Antonio Road Palo Alto, CA 94303 Re: Scilex Holding Company Registration Statement on Form S-1 Filed October 20, 2023 File No. 333-275117 Dear Jaisim Shah: 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-1 filed October 20, 2023 Cover Page 1. In relation to the 13,000,000 shares of common stock issuable upon exercise of the warrants issued to Oramed Pharmaceuticals Inc. in the September 21, 2023, private placement, please tell us your basis for registering the offering of these shares on a primary basis. In this regard, we note that these shares and warrants were issued pursuant to the exemptions provided in Section 4(a)(2) of the Securities Act, and it appears that the warrants may be exercisable within one year. Please consider the rationale set out in Securities Act Sections C&DI Questions 139.08, 239.15, and 103.04. Recent Developments September 2023 Preliminary Unaudited Financial Results, page 4 2. We note your disclosure of preliminary sales amounts for the period ending September 30, 2023. It appears this disclosure in isolation may provide an incomplete picture of your Jaisim Shah Scilex Holding Company November 3, 2023 Page 2 financial results. Please provide context for the preliminary results by also disclosing net loss estimates or other line items for the same period. 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 Jimmy McNamara at 202-551-7349 or Jason Drory at 202-551-8342 with any other questions. Sincerely, FirstName LastNameJaisim Shah Division of Corporation Finance Comapany NameScilex Holding Company Office of Life Sciences November 3, 2023 Page 2 cc: Elizabeth Razzano FirstName LastName