Business Context and Reporting Period
Registrant: Vickers Vantage Corp. I, a Cayman Islands special purpose acquisition company. The Form 8-K was filed on May 23, 2022, regarding a proposed business combination with Scilex Holding Company, a majority-owned subsidiary of Sorrento Therapeutics.
Under the March 17, 2022 Business Combination Agreement, Vantage Merger Sub Inc. would merge with and into Scilex, with Scilex surviving as a wholly owned subsidiary of Vickers. Before closing, Vickers is expected to domesticate as a Delaware corporation.
Key Financial Metrics
The filing is a transaction update and does not provide current-period revenue, profit, cash flow, margins, debt, liquidity, or other operating financial metrics.
Material Changes Versus the Prior Comparable Period
Effective at 11:59 p.m. Eastern Time on May 19, 2022, the waiting period under the Hart-Scott-Rodino Antitrust Improvements Act expired for the proposed merger. This removed one transaction condition, but the business combination had not yet closed as of the filing date.
The filing also states that Vickers filed a Form S-4 registration statement with the SEC on May 13, 2022. The registration statement includes a proxy statement/prospectus, which is expected to be distributed to Vickers shareholders after SEC effectiveness and establishment of a shareholder meeting record date.
Guidance, Outlook, Risks, and Unusual Items
- Closing remains subject to additional customary conditions, including approval by Vickers shareholders and satisfaction or waiver of other conditions in the Business Combination Agreement.
- The transaction could be delayed, modified, or terminated, and Vickers or the combined company may be unable to maintain or obtain a Nasdaq listing.
- Expected transaction benefits and synergies may not be realized. Redemption requests from Vickers shareholders could also affect the transaction.
- Scilex faces development, regulatory, commercialization, market-acceptance, intellectual-property, and clinical risks relating to SP-102 (SEMDEXA), SP-103, and SP-104.
- The filing identifies risks related to clinical trial results, regulatory approvals, COVID-19, general economic and business conditions, potential litigation, and the ability to achieve expected operating results.
- The filing contains forward-looking statements and cautions investors not to place undue reliance on them.
Important Facts for Investors to Verify
- Whether the SEC declares the Form S-4 registration statement effective.
- Whether Vickers shareholders approve the proposed business combination.
- Whether all remaining closing conditions are satisfied or waived and whether the merger closes.
- The level of shareholder redemptions and the resulting capitalization and cash available to the combined company.
- Whether the combined company obtains and maintains a Nasdaq listing.
- Scilex’s clinical, regulatory, commercialization, liquidity, and financial information in the definitive proxy statement/prospectus and subsequent SEC filings.