Scilex Holding Co

As filed with the U.S. Securities and Exchange Commission on December 15, 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)

Henry Ji, Ph.D.

Chief Executive Officer, President & Chairperson

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.

PRELIMINARY — SUBJECT TO COMPLETION, DATED DECEMBER 15, 2025

PRELIMINARY PROSPECTUS

Up to 500,000 Shares of Common Stock Issuable Upon the Exercise of Warrants

Up to 1,703,946 Shares of Common Stock

This prospectus relates to the issuance by us of up to an aggregate of 500,000 shares of our common stock, par value $0.0001 per share (“Common Stock”), issuable upon the exercise of warrants to purchase up to an aggregate of 500,000 shares of our Common Stock (the “Exchange Warrants”).

This prospectus also relates to the offer and sale from time to time by the selling stockholders named herein (the “Selling Stockholders”) of up to an aggregate of 1,703,946 shares of Common Stock (the “Resale Shares”), consisting of (i) up to 275,000 shares of Common Stock (the “September 2025 Warrant Shares”) issuable upon the exercise of warrants to purchase up to an aggregate of 275,000 shares of Common Stock that were issued on September 30, 2025 (the “September 2025 Warrants”) and (ii) up to 1,428,946 shares of Common Stock (the “November 2025 Warrant Shares”) issuable upon the exercise of (A) a warrant to purchase up to an aggregate of 1,356,594 shares of Common Stock (the “November 2025 Investor Warrant”) and (B) placement agent warrants to purchase up to an aggregate of 72,352 shares of Common Stock (the “November 2025 Placement Agent Warrants” and together with the November 2025 Investor Warrant, the “November 2025 Warrants”) that were each issued on November 25, 2025.

We will not receive the proceeds from the resale of the Resale Shares hereunder; however, we will receive the proceeds from the exercise of any Exchange Warrants, September 2025 Warrants, and November 2025 Warrants.

The Exchange Warrants were issued on July 28, 2025, pursuant to the warrant exchange agreements (each, a “Warrant Exchange Agreement” and collectively, the “Warrant Exchange Agreements”) that we entered into on July 22, 2025 with certain holders (the “Tranche B Investors”) of the Company’s existing Tranche B warrants to purchase shares of Common Stock (the “October 2024 Noteholder Warrants”). Pursuant to the Warrant Exchange Agreements, the Company and the Tranche B Investors, in reliance on Section 3(a)(9) of the Securities Act, effected a voluntary securities exchange whereby the Tranche B Investors exchanged their October 2024 Noteholder Warrants, which were then exercisable for an aggregate of 107,142 shares of Common Stock at an exercise price of $36.40 per share, originally issued pursuant to that certain Securities Purchase Agreement, dated October 7, 2024, by and among the Company and the investors named therein, for the Exchange Warrants to purchase an aggregate of 500,000 shares of Common Stock at an exercise price of $40.00 per share(subject to adjustment as described in this prospectus). The October 2024 Noteholder Warrants were issued pursuant to our Registration Statement on Form S-3 (File No. 333-276245) (the “Original Registration Statement”), which registration statement was subsequently converted to a registration statement on Form S-1 to continue the registration of the shares of Common Stock issuable by the Company upon exercise of the October 2024 Noteholder Warrants (File No. 333-280882) (the Original Registration Statement, as so continued, the “Continuation Registration Statement”) due to the Company’s ineligibility to use a registration statement on Form S-3. For more information regarding the Exchange Warrants, see the section titled “Description of the Exchange Warrants”.

The September 2025 Warrants were issued on September 30, 2025, pursuant to a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) (a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part) that we entered into on such date with certain holders of then existing December 2024 RDO Common Warrants (as defined below) to purchase an aggregate of 179,236 shares of Common Stock that were previously issued on December 13, 2024 (such holders, the “December 2024 RDO Warrant Holders”). Pursuant to the Warrant Exercise Agreement, the December 2024 RDO Warrant Holders exercised in full their respective December 2024 RDO Common Warrants in exchange for, among other things, the Company’s agreement to issue the September 2025 Warrants with an exercise price of $20.00 per share. For more information regarding the September 2025 Warrants, see the section titled “Description of the September 2025 Warrants”.

The November 2025 Investor Warrant was issued on November 25, 2025, pursuant to a Warrant Inducement Agreement (the “Warrant Inducement Agreement”) (a copy of which is filed as an exhibit to the registration statement of which this prospectus forms a part) that we entered into on November 23, 2025 with a certain institutional investor (the “Exercising Investor”). Pursuant to the Warrant Inducement Agreement, the Exercising Investor exercised (the “Exercise”) warrants to purchase an aggregate of (i) 428,572 shares of Common Stock previously issued to such investor on April 25, 2024 and (b) 475,824 shares of Common Stock previously issued to such investor on December 13, 2024, in exchange for, among other things, the Company’s agreement to issue the November 2025 Investor Warrant with an exercise price of $29.00 per share. In connection with the Exercise, the Company also issued the November 2025 Placement Agent Warrants with an exercise price of $29.00 per share to StockBlock Securities LLC and its affiliate, Rodman & Renshaw LLC, or their respective designees, who served as the placement agents in connection with such transaction. For more information regarding the November 2025 Warrants, see the section titled “Description of the November 2025 Warrants”.

Our Common Stock is listed on the Nasdaq Capital Market under the symbol “SCLX”. On December 12, 2025, the last reported sales price per share of our Common Stock was $16.63.

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 21 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