Business Context and Reporting Period
This Form 8-K was filed by Vickers Vantage Corp. I on November 9, 2022, following its extraordinary general meeting of shareholders. The filing concerns Vickers’ previously announced business combination with Scilex Holding Company, a majority-owned subsidiary of Sorrento Therapeutics, Inc. Under the merger agreement, Vickers’ wholly owned subsidiary would merge with Scilex, with Scilex surviving as a wholly owned subsidiary of Vickers.
The filing is a transaction and shareholder-vote update; it does not provide a new operating-period financial report. The post-combination company was expected to be named Scilex Holding Company.
Key Financial Metrics and Liquidity
- The filing does not provide revenue, profit, cash flow, margins, debt, cash balances, liquidity measures, or other operating financial metrics.
- The filing does not state the transaction’s final cash proceeds, redemption amounts, financing terms, or pro forma capitalization.
- Vickers reported 13,176,395 ordinary shares outstanding and entitled to vote as of the October 20, 2022 record date.
Material Changes Versus the Prior Comparable Period
- No comparable-period financial information or operating changes are disclosed.
- All 10 proposals submitted at the November 9 meeting were approved.
- Of the shares outstanding on the record date, 10,198,275 shares voted in person or by proxy, representing 77.398% and constituting a quorum.
- The approved proposals authorized the business combination, Cayman Islands-to-Delaware domestication, new charter and bylaws, director appointments, equity incentive and employee stock purchase plans, Nasdaq-required share issuance, and related governance provisions.
Selected Vote Results
| Proposal | For | Against | Abstain |
|---|---|---|---|
| Business combination | 8,202,588 | 1,781,233 | 214,454 |
| Domestication | 8,202,588 | 1,781,233 | 214,454 |
| Director election | 8,202,588 | 1,781,233 | 214,454 |
| Equity incentive plan | 8,202,088 | 1,781,733 | 214,454 |
| Employee stock purchase plan | 8,202,588 | 1,781,233 | 214,454 |
| Nasdaq proposal | 8,202,588 | 1,781,233 | 214,454 |
Guidance, Outlook, Risks, Contingencies, and Unusual Items
Based on the shareholder vote, and subject to the satisfaction or waiver of other closing conditions described in the proxy statement/prospectus, the anticipated closing date of the business combination was November 10, 2022.
- Completion remained conditional on other closing requirements; the filing does not confirm that closing occurred.
- The transaction contemplated issuance of more than 20% of Vickers’ outstanding ordinary shares and a resulting change in control.
- Approved governance provisions included enhanced voting thresholds and other restrictions that would apply after Sorrento and its affiliates ceased to beneficially own more than 50% of the post-combination company’s voting power.
- The filing provides no new management guidance, operating outlook, litigation update, debt contingency, or financial forecast.
Important Facts for Investors to Verify
- Confirm whether the business combination closed on or around November 10, 2022 and whether all remaining closing conditions were satisfied or waived.
- Verify the final post-closing share count, ownership percentages, redemptions, warrants, and dilution from the transaction and equity plans.
- Review the definitive proxy statement/prospectus for transaction consideration, capitalization, financing, projections, and risk factors not repeated in this Form 8-K.
- Confirm the effective corporate name, Delaware domestication, Nasdaq listing status, and composition of the new board.
- Obtain Scilex’s subsequent periodic filings for revenue, losses, cash flow, liquidity, debt, and going-concern or financing disclosures.