Item 8.01. Other Information.
As previously announced, on March 17, 2022, Vickers Vantage Corp. I, a Cayman
Islands exempted company ("Vickers") entered into an agreement and plan of
merger (the "Business Combination Agreement") by and among Scilex Holding
Company ("Scilex"), a majority-owned subsidiary of Sorrento Therapeutics, Inc.
("Sorrento"), and Vantage Merger Sub Inc., a Delaware corporation and
wholly-owned subsidiary of Vickers ("Merger Sub").
The Business Combination Agreement provides, among other things, (i) on the
terms and subject to the conditions set forth therein, that Merger Sub will
merge with and into Scilex, with Scilex surviving as a wholly-owned subsidiary
of Vickers (the "Merger"), and (ii) that prior to the closing of the Merger,
Vickers will migrate to and domesticate as a Delaware corporation in accordance
with Section 388 of the General Corporation Law of the State of Delaware and the
Cayman Islands Companies Law (2020 Revision). The Merger and the other
transactions contemplated by the Business Combination Agreement are hereinafter
referred to as the "Business Combination".
The completion of the Business Combination is conditioned upon, among other
things, the applicable waiting period under the Hart-Scott-Rodino Antitrust
Improvements Act of 1976 and the rules and regulations promulgated thereunder
(the "HSR Act") relating to the Merger having been expired or been terminated.
Effective as of 11:59 p.m. Eastern Time on May 19, 2022, the waiting period
under the HSR Act expired with respect to the Merger. The Business Combination
remains subject to the satisfaction or waiver of a number of additional
customary closing conditions including, without limitation, approval of the
Business Combination Agreement and the transactions contemplated thereby by the
shareholders of Vickers.
Important Information for Investors and Shareholders
This Current Report on Form 8-K relates to a proposed transaction between
Vickers and Scilex. This Current Report on Form 8-K does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or exchange, any
securities, nor shall there be any sale of securities in any jurisdiction in
which such offer, sale or exchange would be unlawful prior to registration or
qualification under the securities laws of any such jurisdiction. In connection
with the transaction described herein, on May 13, 2022, Vickers filed with the
SEC a registration statement (the "Registration Statement") on Form S-4, which
includes a document that serves as a prospectus and proxy statement of Vickers,
referred to as proxy statement/prospectus. After the Registration Statement is
declared effective by the Securities and Exchange Commission (the "SEC"), the
proxy statement/prospectus will be sent to all Vickers shareholders as of a
record date for the meeting of Vickers shareholders to be established for voting
on the proposed Business Combination. Vickers will also file other documents
regarding the proposed transaction with the SEC. This Current Report on Form 8-K
does not contain all of the information that will be contained in the proxy
statement/prospectus or other documents filed or to be filed with the SEC.
Investors and security holders of Vickers are urged to read these materials
(including any amendments or supplements thereto) and any other relevant
documents in connection with the transaction that Vickers files with the SEC
when, and if, they become available because they will contain important
information about Vickers, Scilex and the proposed transaction. Investors and
security holders will be able to obtain free copies of the Registration
Statement, the proxy statement/prospectus and all other relevant documents filed
or that will be filed with the SEC by Vickers through the website maintained by
the SEC at www.sec.gov.
Participants in the Solicitation
Vickers and its directors and executive officers may be deemed participants in
the solicitation of proxies from Vickers's shareholders in connection with the
transaction. A list of the names of such directors and executive officers and
information regardingtheir interests in the proposed business combination will
be contained in the proxy statement/prospectus when available. You may obtain
free copies of these documents as described in the preceding paragraph.
Scilex and its directors and executive officers may also be deemed to be
participants in the solicitation of proxies from the shareholders of Vickers in
connection with the proposed transaction. Information about Scilex's directors
and executive officers and informationregarding their interests in the proposed
transaction will be included in the proxy statement/prospectus for the proposed
transaction.
1
Non-Solicitation
This Current Report on Form 8-K is not a proxy statement or solicitation of a
proxy, consent or authorization with respect to any securities or in respect of
the potential transaction and shall not constitute an offer to sell or a
solicitation of an offer to buy the securities of Vickers, the combined company
or Scilex, nor shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be unlawful prior
to registration or qualification under the securities laws of such state or
jurisdiction. No offer of securities shall be made except by means of a
prospectus meeting the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This Current Report on Form 8-K and any statements made for and during any
presentation or meeting concerning the matters discussed in this Current Report
on Form 8-K contain forward-looking statements related to Vickers, Sorrento and
its subsidiaries, including but not limited to Scilex, under the safe harbor
provisions of Section 21E of the Private Securities Litigation Reform Act of
1995 and are subject to risks and uncertainties that could cause actual results
to differ materially from those projected. Forward-looking statements include
statements regarding the proposed Business Combination between Scilex and
Vickers. Risks and uncertainties that could cause Sorrento's and Scilex's actual
results to differ materially and adversely from those expressed in our
forward-looking statements, include, but are not limited to: the inability of
the parties to consummate the proposed Business Combination transaction for any
reason or the occurrence of any event, change or other circumstances that could
give rise to the termination of the Business Combination Agreement, including
any failure to meet applicable closing conditions; changes in the structure,
timing and completion of the proposed transaction between Vickers and Scilex;
Vickers's ability to continue its listing on the Nasdaq Capital Market until
closing of the proposed transaction; the combined company's ability to list its
securities on Nasdaq or other major securities exchange after closing of the
proposed transaction; the ability of the parties to achieve the benefits of the
proposed transaction, including future financial and operating results of the
combined company; the ability of the parties to realize the expected synergies
from the proposed transaction; risks related to the outcome of any legal
proceedings that may be instituted against the parties following the
announcement of the proposed Business Combination; general economic, political
and business conditions; risks related to the ongoing COVID-19 pandemic; the
risk that the potential product candidates that Scilex develops may not progress
through clinical development or receive required regulatory approvals within
expected timelines or at all; risks relating to uncertainty regarding the
regulatory pathway for Scilex's product candidates; the risk that Scilex will be
unable to successfully market or gain market acceptance of its product
candidates; the risk that Scilex's product candidates may not be beneficial to
patients or successfully commercialized; the risk that Scilex has overestimated
the size of the target patient population, their willingness to try new
therapies and the willingness of physicians to prescribe these therapies; risks
that the results of the Phase 2 trial for SP-103 or Phase 1 trial for SP-104 may
not be successful; risks that the prior results of the clinical trials of SP-102
(SEMDEXA™), SP-103 or SP-104 may not be replicated; regulatory and intellectual
property risks; the risk that any requisite regulatory approvals to complete the
transaction are not obtained, are delayed or are subject to unanticipated
conditions that could adversely affect the combined company or the expected
benefits of the proposed transaction or that the approval of Vickers's
shareholders is not obtained; the risk of failure to realize the anticipated
benefits of the proposed transaction; the amount of redemption requests made by
Vickers's shareholders and other risks and uncertainties indicated from time to
time and other risks set forth in Sorrento's and Vickers's filings with the SEC,
including in the Registration Statement. Investors are cautioned not to place
undue reliance on these forward-looking statements, which speak only as of the
date of this release, and we undertake no obligation to update any
forward-looking statement in this Current Report on Form 8-K except as may be
required by law.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
2
© Edgar Online, source Glimpses