Scilex Holding Co (SCLX, SCLXW)

Company response: The Company respectfully acknowledges the Staff’s comment and advises the Staff that it reviewed the requirements of Rule 3-05 of Regulation S-X and Item 2.01 of Form 8-K in connection with its evaluation of whether the acquisition of certain equity interests in Vivasor Holding Company (“ Vivasor ” and such interests, the “ Vivasor Equity ”) meets any of the significance thresholds set forth in Rule 1-02(w) of Regulation S-X and whether such acquisition constitutes a significant amount of assets under Item 2.01 of Form 8-K and has determined that in each case it complies 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 of the… response letter →

Company response: The Company also respectfully advises the Staff that it has reviewed the requirements of Item 601(b)(2) and (b)(10) of Regulation S-K and has determined that the Share Transfer Agreement, dated December 5, 2025, between the Company and Vivasor is not a material plan of acquisition under Item 601(b)(2) of Regulation S-K or a material contract under Item 601(b)(10) of Regulation S-K. With respect to the Company’s analysis of materiality, the Company considered quantitative and qualitative factors including the quantitative factors described above in the Company’s response to Comment 1. response letter →