Scilex Holding Co

As filed with the U.S. Securities and Exchange Commission on August 4, 2025

Registration No. 333-

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form S-1

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

(Exact name of Registrant as specified in its charter)

960 San Antonio Road

Palo Alto,

CA

(650)516-4310

(Address, including zip code, and telephone number, including area code, of Registrant’s principal executive offices)

Jaisim Shah

Chief Executive Officer & President

960 San Antonio Road

Palo Alto,

CA

(650)516-4310

(Name, address, including zip code, and telephone number, including area code, of agent for service)

Copies to:

Jeffrey T. Hartlin, Esq.

Elizabeth A. Razzano, Esq.

Paul Hastings LLP

1117 S. California Avenue

Palo Alto, CA 94304

(650) 320-1800

Approximate date of commencement of proposed sale to the public:

As soon as practicable after this registration statement becomes effective. If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, check the following box. ☒

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.☒

The Registrant hereby amends this registration statement on such date or dates as may be necessary to delay its effective date until the Registrant shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the registration statement shall become effective on such date as the Securities and Exchange Commission, acting pursuant to said Section 8(a), may determine.

The information in this preliminary prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the U.S. Securities and Exchange Commission is effective. This preliminary prospectus is not an offer to sell these securities and it is not soliciting an offer to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED AUGUST 4, 2025

PRELIMINARY PROSPECTUS

Up to 1,390,443 Shares of Common

Stock

This prospectus relates to the resale, from time to time, of up to an aggregate of 1,390,443 shares (the “Resale Shares”) of common stock, par value $0.0001 per share (“Common Stock”), of Scilex Holding Company (the “Company,” “Scilex,” “we,” “us,” or “our”) by Tumim Stone Capital, LLC (the “Selling Stockholder” or “Tumim”), or its permitted transferees or other successors-in-interest. The Resale Shares included in this prospectus consist of (i) shares of Common Stock that we have issued or that we may, in our discretion, elect to issue and sell to the Selling Stockholder, from time to time after the date of this prospectus, pursuant to a common stock purchase agreement we entered into with the Selling Stockholder on July 22, 2025 (the “Tumim Purchase Agreement”), in which the Selling Stockholder has committed to purchase from us, at our discretion, up to the lesser of: (A) $100,000,000 of Common Stock and (B) 1,390,443 shares of Common Stock (which includes the Commitment Shares (as defined below) and represents the “Exchange Cap” (as defined in the Tumim Purchase Agreement), subject to terms and conditions specified in the Tumim Purchase Agreement (the “Tumim Equity Financing”). As consideration for the Selling Stockholder’s irrevocable commitment to purchase shares of our Common Stock at our election and in our discretion from time to time after the date of this prospectus, upon the terms and subject to the satisfaction of the conditions set forth in the Tumim Purchase Agreement, we have agreed to issue the Selling Stockholder 150,000 shares of Common Stock pursuant to the terms of the Tumim Purchase Agreement (the “Commitment Shares”).

The Selling Stockholder, or its permitted transferees or other successors-in-interest, may offer and sell the Resale Shares in a number of different ways and at varying prices, including through public or private transactions at prevailing market prices, at prices related to prevailing market prices, or at privately negotiated prices. We provide additional information about how the Selling Stockholder may sell the Resale Shares in the “Plan of Distribution” section on page 266 of this prospectus.

We are not offering any shares of Common Stock for sale under this prospectus and will not receive proceeds from the sale of the Resale Shares by the Selling Stockholder, if any. We are registering the offer and resale of the Resale Shares to satisfy contractual obligations owed by us to the Selling Stockholder pursuant to the Tumim Purchase Agreement and documents ancillary thereto, including the Registration Rights Agreement we entered into with the Selling Stockholder on July 22, 2025, in connection with the Tumim Equity Financing (the “Tumim Registration Rights Agreement”). Our registration of the Resale Shares does not mean that the Selling Stockholder will offer or sell any of the Resale Shares. If the 1,390,443 Resale Shares offered by the Selling Stockholder under this prospectus were issued and outstanding as of the date hereof, such Resale Shares would represent, as of the date hereof, approximately 16.7% of the total number of shares of our Common Stock outstanding as of July 31, 2025, and approximately 24.7% of the total number of outstanding shares of our Common Stock held by non-affiliates as of July 31, 2025. Any Resale Shares resold hereunder will have been issued by us and acquired by the Selling Stockholder prior to such resale.

The Selling Stockholder is an “underwriter” within the meaning of Section 2(a)(11) of the Securities Act of 1933, as amended (the “Securities Act”). The Selling Stockholder will pay or assume discounts, commissions, fees of underwriters, selling brokers, dealer managers or similar expenses, if any, incurred for the sale of the Resale Shares. We will pay the expenses (except brokerage fees and commissions and similar expenses) incurred in registering the Resale Shares, including legal and accounting fees. No placement agent participated in this offering. See the section of this prospectus titled “Plan of Distribution” for additional information. We will bear all costs, expenses and fees in connection with the registration of the shares of our Common Stock hereunder. The Selling Stockholder will bear all commissions and discounts, if any, attributable to its sales of the Resale Shares.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SCLX”. On August 1, 2025, the last reported sales price per share of our Common Stock was $13.41.

On April 15, 2025, we effected a reverse stock split of our Common Stock at a ratio of 1-for-35 (the “Reverse Stock Split”). Unless otherwise noted, the share and per share information in this prospectus reflects the effect of the Reverse Stock Split.

We are an “emerging growth company” as that term is used in the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”) and, as such, we have elected to comply with certain reduced public company reporting requirements for this prospectus and future filings with the Securities and Exchange Commission.

We may amend or supplement this prospectus from time to time by filing amendments or supplements as required. You should read this prospectus, together with additional information described under the heading “Where You Can Find More Information”, and any amendments or supplements carefully before you invest in any of our securities.

INVESTING IN OUR COMMON STOCK INVOLVES SUBSTANTIAL RISKS. YOU SHOULD REVIEW CAREFULLY THE RISKS AND UNCERTAINTIES DESCRIBED UNDER THE HEADING “RISK FACTORS” BEGINNING ON PAGE 27 OF THIS PROSPECTUS.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or passed upon the accuracy or adequacy of this prospectus. Any representation to the contrary is a criminal offense.

The date of this prospectus is , 2025