Scilex Holding Co美股招股说明书(2025-12-29版)

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 exerciseof 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 ofCommon 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 upto an aggregate of 275,000 shares of Common Stock that were issued on September30, 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 2025Investor Warrant, the “November 2025 Warrants”) that were each issued on November25, 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 2025Warrants, and November 2025 Warrants. The Exchange Warrants were issued on July28, 2025, pursuant to the warrant exchange agreements (each, a “Warrant Exchange Agreement” and collectively, the “Warrant ExchangeAgreements”) that we entered into on July22, 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 Section3(a)(9) of theSecurities Act, effecteda 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 ofCommon Stock at an exercise price of $36.40 per share, originally issued pursuant to that certain Securities Purchase Agreement, dated October7, 2024, by and among the Company and theinvestors 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 describedin 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 uponexercise of the October 2024 Noteholder Warrants (File No.333-280882) (the Original Registration Statement, as so continued, the “Continuation Registration Statement”) due to theCompany’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 September30, 2025, pursuant to a Warrant Exercise Agreement (the “Warrant Exercise Agreement”) (a copy of which is filed as anexhibit 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 (asdefined below) to purchase an aggregate of 179,236 shares of Common Stock that were previously issued on December13, 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, amongother 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 thesection titled “Description of the September 2025 Warrants”. The November 2025 Investor Warrant was issued on November25, 2025, pursuant to a Warrant Inducement Agreement (the “Warrant Inducement Agreement”) (a copy of which isfiled as an exhibit to the registration statement of which this prospectus forms a part) that we entered into on November23, 2025 with a certain institutional investor (the “ExercisingInvestor”). Pursuant to the Warrant Inducement Agreement, the Exercising Investor exercised (the “Exercise”) warrants to purchase an aggregate of (i) 428,572shares of Common Stockpreviously issued to such investor on April25, 2024 and (b) 475,824 shares of Common Stockpreviou