As filed with the Securities and Exchange Commission on February 6, 2026
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
Scilex Holding Company
(Exact name of registrant as specified in its charter)
| Delaware | 92-1062542 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
(Address of Principal Executive Offices) (Zip Code)
Scilex Holding Company 2022 Equity Incentive Plan, as amended
Scilex Holding Company 2022 Employee Stock Purchase Plan
(Full titles of the plans)
Henry Ji, Ph.D.
Chief Executive Officer & President
960 San Antonio Road
Palo Alto, CA 94303
(650) 516-4310
(Name, address 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, California 94304
(650) 320-1800
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.
| Large accelerated filer | ☐ | Accelerated filer | ☐ | |||
| Non-accelerated filer | ☒ | Smaller reporting company | ☒ | |||
| Emerging growth company | ☒ | |||||
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. ☒
EXPLANATORY NOTE
Scilex Holding Company (the “Registrant”) has prepared this Registration Statement on Form S-8 (the “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register (i) 208,895 additional shares of common stock, $0.0001 par value per share (“Common Stock”), of the Registrant issuable pursuant to the Scilex Holding Company 2022 Equity Incentive Plan, as amended (the “2022 Plan”) and (ii) 52,223 additional shares of Common Stock issuable pursuant to the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “2022 ESPP”). The Registrant’s stockholders have previously approved the 2022 Plan and the 2022 ESPP, including the shares of Common Stock available for issuance pursuant thereto.
Pursuant to the Registration Statement on Form S-8 (File No. 333-269256) filed by the Registrant with the Securities and Exchange Commission (the “Commission”) on January 17, 2023, the Registration Statement on Form S-8 (File No. 333-271739) filed by the Registrant with the Commission on May 9, 2023, the Registration Statement on Form S-8 (File No. 333-278283) filed by the Registrant with the Commission on March 27, 2024 and the Registration Statement on Form S-8 (File No. 333-286291) filed by the Registrant with the Commission on April 1, 2025 (collectively, the “Prior Registration Statements”), the Registrant previously registered an aggregate of 1,719,616 shares of Common Stock under the 2022 Plan, which number of shares reflects the adjustment for the 1-for-35 reverse stock split effected by the Registrant on April 15, 2025 (the “Reverse Stock Split”), and 336,798 shares of Common Stock under the 2022 ESPP, which number of shares also reflects the adjustment for the Reverse Stock Split.
In accordance with General Instruction E to Form S-8, the contents of the Prior Registration Statements are hereby incorporated by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by the Registrant with the Commission are hereby incorporated by reference into this Registration Statement:
| (a) | The Registrant’s prospectus filed with the Commission under Rule 424(b)(3) of the Securities Act on December 29, 2025; |
| (b) | The Registrant’s Quarterly Reports on Form 10-Q for the fiscal quarters ended March 31, 2025, June 30, 2025 and September 30, 2025, filed with the Commission on May 14, 2025, August 13, 2025 and November 14, 2025, respectively; |
| (c) | The Registrant’s Current Reports on Form 8-K filed with the Commission on January 3, 2025, January 21, 2025, January 22, 2025 (excluding the information under Item 7.01), February 27, 2025, March 3, 2025 at 6:15 a.m., March 3, 2025 at 1:55 p.m., March 20, 2025, April 15, 2025, April 21, 2025, April 30, 2025, May 12, 2025, June 23, 2025 at 4:06 p.m., July 23, 2025 at 8:00 a.m., July 23, 2025 at 8:15 a.m., August 21, 2025, September 26, 2025 at 4:02 p.m., September 26, 2025 at 4:05 p.m. (excluding the information under Item 7.01), September 26, 2025 at 4:10 p.m. (excluding the information under Item 7.01), October 1, 2025, October 7, 2025, October 31, 2025, November 4, 2025 (excluding the information under Item 7.01), November 24, 2025, December 5, 2025, December 11, 2025, December 12, 2025, December 17, 2025, February 2, 2026 and February 3, 2026; and |
| (d) | The description of the Registrant’s Common Stock contained in Exhibit 4.16 to the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2024, filed with the Commission on March 31, 2025, which updates the description of the Registrant’s Common Stock contained in the Registration Statement on Form 8-A (File No. 001-39852) filed with the Commission on January 6, 2021, pursuant to Section 12(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), including any amendments or reports filed for the purpose of updating, amending, or otherwise modifying such description. |
All other reports and other documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement and to be a part of this Registration Statement from the date of the filing of such reports and documents, except as to any portion of any future annual or quarterly report to stockholders or document or current report furnished under Items 2.02 or 7.01 of Form 8-K that is not deemed filed under such provisions.
For the purposes of this Registration Statement, any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded to the extent that a statement contained herein or in any other subsequently filed document that also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
You should rely only on the information provided or incorporated by reference in this Registration Statement or any related prospectus. The Registrant has not authorized anyone to provide you with different information. You should not assume that the information in this Registration Statement or any related prospectus is accurate as of any date other than the date on the front of the document.
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You may contact the Registrant in writing or orally to request copies of the above-referenced filings, without charge (excluding exhibits to such documents unless such exhibits are specifically incorporated by reference into the information incorporated into this Registration Statement). Requests for such information should be directed to:
Scilex Holding Company
960 San Antonio Road
Palo Alto, CA 94303
Attn: Investor Relations
Phone: (650) 516-4310
ITEM 8. EXHIBITS.
| * | Filed herewith. |
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Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Palo Alto, State of California, on February 6, 2026.
| Scilex Holding Company | ||
| By: | /s/ Henry Ji, Ph.D. | |
| Name: Henry Ji, Ph.D. | ||
| Title: Chief Executive Officer and President | ||
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints each of Henry Ji and Stephen Ma, and each or any one of them, as his or her true and lawful attorneys-in-fact and agent, with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their or his substitutes or substitute, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
| SIGNATURE |
TITLE |
DATE | ||
| /s/ Henry Ji, Ph.D. |
Chief Executive Officer, President, Chairperson and Director (Principal Executive Officer) | February 6, 2026 | ||
| Henry Ji, Ph.D. | ||||
| /s/ Stephen Ma |
Chief Financial Officer, Chief Operating Officer, Secretary and Director | February 6, 2026 | ||
| Stephen Ma | ||||
| (Principal Financial and Accounting Officer) | ||||
| /s/ Dorman Followwill |
Director | February 6, 2026 | ||
| Dorman Followwill | ||||
| /s/ Yue Alexander Wu, Ph.D. |
Director | February 6, 2026 | ||
| Yue Alexander Wu, Ph.D. | ||||
| /s/ Jay Chun, M.D., Ph.D. |
Director | February 6, 2026 | ||
| Jay Chun, M.D., Ph.D. | ||||
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