Business Context and Reporting Period
This Form 8-K was filed by Vickers Vantage Corp. I, a special purpose acquisition company, with an earliest reported event date of May 28, 2021. The filing concerns Nasdaq listing compliance related to the company’s delinquent Quarterly Report on Form 10-Q for the quarter ended March 31, 2021.
The request identifies Scilex Holding Co.; however, the filing text identifies the registrant as Vickers Vantage Corp. I. The filing does not mention Scilex Holding Co.
Key Financial and Operating Metrics
- The filing does not provide revenue, profit, cash flow, margin, debt, liquidity, or other operating financial metrics.
- The company had not filed its Form 10-Q for the quarter ended March 31, 2021 as of the notice date.
- The filing indicates that the company was evaluating whether its warrants should be classified as liabilities measured at fair value, with non-cash fair-value changes recognized in earnings each reporting period.
Material Changes Versus the Prior Comparable Period
No comparable-period financial information or quantified period-over-period changes are provided. The material development was Nasdaq’s determination that the company was not complying with Listing Rule 5250(c)(1) because of the late Form 10-Q filing.
Guidance, Outlook, Risks, Contingencies, and Unusual Items
- Nasdaq required the company to submit a plan to regain compliance by July 26, 2021.
- If Nasdaq accepted the plan, it had discretion to grant an extension of up to 180 calendar days from the Form 10-Q due date, or until November 22, 2021, to regain compliance.
- The company attributed the delay to the SEC’s April 12, 2021 guidance on accounting and reporting for SPAC warrants and increased demand for third-party accounting services.
- The company stated that it lacked full-time accounting and administrative staff and relied on third-party accountants to evaluate the warrant accounting issue.
- The notice had no immediate effect on the Nasdaq listing of the company’s shares, but the company cautioned that there was no assurance it would regain compliance or satisfy other Nasdaq listing requirements.
- The company intended to continue working to complete the delinquent Form 10-Q and, if necessary, submit a compliance plan.
Investor Verification Items
- Verify the registrant’s identity, because the filing names Vickers Vantage Corp. I rather than Scilex Holding Co.
- Confirm whether the March 31, 2021 Form 10-Q was subsequently filed and whether Nasdaq accepted any compliance plan or granted an extension.
- Review the final accounting treatment of the company’s warrants and any resulting non-cash fair-value adjustments or restatements.
- Assess whether the company ultimately maintained Nasdaq listing compliance and satisfied all other applicable listing criteria.
- Review the attached press release identified as Exhibit 99.1, dated June 1, 2021.