Item 1.01. Entry into a Material Definitive Agreement.
Amendment No. 1 to Merger Agreement
As previously disclosed in the Current Report on Form 8-K (the "Current Report")
filed with the Securities and Exchange Commission (the "SEC") on March 21, 2022
by Vickers Vantage Corp. I., a Cayman Islands exempted company ("Vickers"), on
March 17, 2022, Vickers, and Vantage Merger Sub Inc., a Delaware corporation and
a wholly owned subsidiary of Vickers ("Merger Sub" and together with Vickers,
the "Parent Parties") entered into an agreement and plan of merger (the "Merger
Agreement") with Scilex Holding Company("Scilex"), a majority-owned subsidiary
of Sorrento Therapeutics, Inc. ("Sorrento"), pursuant to which, among other
things, Merger Sub will merge with and into Scilex with Scilex surviving the
merger as a wholly owned subsidiary of Vickers (the "Merger"). Upon the closing
of the Merger (the "Closing"), it is anticipated that Vickers will change its
name to "Scilex Holding Company" ("New Scilex"). Shares of Vickers common stock
following the Domestication (as defined below) are hereinafter referred to as
"New Scilex Common Stock". The date on which the Closing actually occurs is
hereinafter referred to as the "Closing Date".
The Merger Agreement provides for, among other things, the following
transactions: (i) Vickers will domesticate as a Delaware corporation (such
transaction, the "Domestication") and (ii) in accordance with the terms and
subject to the conditions of the Merger Agreement, at the effective time of the
Merger (the "Effective Time") and following the Domestication (a) each share of
common stock of Scilex issued and outstanding immediately prior to the Effective
Time will be cancelled and automatically converted into the right to receive,
without interest, a number of New Scilex Common Stock equal to the Exchange
Ratio (as defined in the Merger Agreement); and (b) each option to purchase a
share of Scilex common stock that is then outstanding shall be converted into
the right to receive an option to purchase a number of New Scilex Common Stock
as determined by the Exchange Ratio upon substantially the same terms and
conditions as are in effect with respect to such option immediately prior to the
Effective Time, with the exercise price thereof adjusted by the Exchange Ratio.
On September 12, 2022, Vickers, Merger Sub and Scilex entered into Amendment No.
1 to the Merger Agreement (the "Amendment"). All capitalized terms used and not
otherwise defined herein shall have the meanings set forth in the Amendment and
the Merger Agreement.
The Amendment amends the Merger Agreement to, among other things, provide that:
(i) the Plan of Domestication attached to the Merger Agreement as a new Exhibit
G shall constitute a plan of domestication for purposes of Section 388 of the
DGCL and shall include the corporate acts identified therein and any act or
transaction contemplated by the Merger Agreement; (ii) at the Effective Time,
each Domesticated Parent Unit shall separate automatically into its component
parts, comprised of one share of Domesticated Parent Common Share and one-half
of one Domesticated Parent Warrant (provided that no fractional Domesticated
Parent Warrants shall be issued and any holder who would be entitled to receive
a fractional Domesticated Parent Warrant will have such fraction rounded down to
the nearest whole number of Domesticated Parent Warrants); (iii) immediately
after Closing, New Scilex's board of directors shall consist of seven directors,
five of whom will be designated by Scilex (including one director who shall
satisfy the independence requirements of the applicable Stock Exchange (which
shall be Nasdaq, unless the parties otherwise agree to list on another national
securities exchange, which may include the New York Stock Exchange, prior to the
Closing)) and two of whom will be independent directors to be designated by
Scilex and agreed to by Vickers prior to the Closing; (iv) at the Effective
Time, by virtue of the Merger, each share of Series A Preferred Stock of Scilex
issued and outstanding immediately prior to the Effective Time shall be canceled
and automatically converted into the right to receive, without interest, one
Domesticated Parent Preferred Share and one-tenth of one Domesticated Parent
Common Share; (v) Vickers shall use its reasonable best efforts to ensure that
Vickers remains listed as a public company, and that the Parent Ordinary Shares
and public Parent Warrants remain listed on Nasdaq through the Closing and
Scilex shall use its reasonable best efforts to prepare and file an initial
listing application with the Stock Exchange in connection with the transactions
contemplated by the Merger Agreement; (vi) each party shall use its reasonable
best efforts to, among other things, obtain approval for the listing of the
Domesticated Parent Common Shares and Domesticated Parent Warrants issued
pursuant to the Merger Agreement on the Stock Exchange; (vii) following the
consummation of the Domestication, and the filing of the Parent Certificate of
Incorporation, but prior to the Effective Time, Vickers shall file with the
Secretary of State of Delaware a certificate of designations, in the form
attached to the Merger Agreement as a new Exhibit F, which provides for, among
other things, the designations, powers, rights and preferences and
qualifications, limitations and restrictions of certain preferred stock of
Vickers; (viii) as a condition of Scilex to the Closing, that the shares of
Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain
listed on Nasdaq through the Effective Time, the listing application for the
listing of the Domesticated Parent Common Shares and Domesticated Parent
Warrants following the Effective Time shall have been approved by the applicable
Stock Exchange, and, as of the Closing Date, Vickers shall not have received any
written notice from Nasdaq of non-compliance with Nasdaq's applicable continued
listing requirements for any reason, where such notice has not been subsequently
withdrawn by Nasdaq or the underlying failure appropriately remedied or
satisfied; and (ix) extend the Outside Date to November 11, 2022. The Amendment
also sets forth the agreement of Vickers and Scilex to amend the Parent
Certificate of Incorporation to increase the number of authorized shares of
preferred stock set forth therein from 10,000,000 to 45,000,000 and, as a
result, increase the total number of shares of all classes of stock that Vickers
shall have authority to issue from 750,000,000 to 785,000,000 and, in connection
with the Domestication, to name the initial incorporator and initial board of
directors of Vickers for the period between the Domestication and the Effective
Time.
The foregoing description of the Amendment does not purport to be complete and
is qualified in its entirety by reference to the Amendment, a copy of which is
filed with this Current Report on Form 8-K as Exhibit 2.1 hereto, and is
incorporated herein by reference.
Stockholder Agreement
On September 12, 2022, Vickers entered into a Stockholder Agreement with
Sorrento (the "Stockholder Agreement"). Pursuant to the Stockholder Agreement,
from and after the Effective Time, and for so long as Sorrento beneficially owns
any shares of Vickers Series A Preferred Stock, par value $0.0001 per share
("New Scilex Series A Preferred Stock"), among other things, (i) Sorrento shall
have the right, but not the obligation, to designate each director to be
nominated, elected or appointed to the Board of Directors of New Scilex (each, a
"Stockholder Designee" and collectively, the "Stockholder Designees"),
regardless of (i) whether such Stockholder Designee is to be elected to the
Board of Directors of New Scilex ("New Scilex Board") at a meeting of
stockholders called for the purpose of electing directors (or by consent in lieu
of meeting) or appointed by the New Scilex Board in order to fill any vacancy
created by the departure of any director or increase in the authorized number of
members of the New Scilex Board, or (ii) the size of the New Scilex Board and
New Scilex will be required to take all actions reasonably necessary, and not
otherwise prohibited by applicable law, to cause each Stockholder Designee to be
so nominated, elected or appointed to the New Scilex Board as more fully
described in the Stockholder Agreement. Sorrento shall also have the right to
designate a replacement director for any Stockholder Designee that has been
removed from the New Scilex Board and the right to appoint a representative of
Sorrento to attend all meetings of the committees of the New Scilex Board. The
Stockholder Agreement also provides that New Scilex will be prohibited from
taking certain actions without the consent of Sorrento. Such actions include,
among other things, amendments to the certificate of designations designating
the New Scilex Series A Preferred Stock, increases or decreases in the size of
the New Scilex Board, the incurrence of certain amounts of indebtedness and the
payment of dividends on New Scilex Common Stock.
The foregoing description of the Stockholder Agreement does not purport to be
complete and is qualified in its entirety by reference to the Stockholder
Agreement, a copy of which is filed with this Current Report on Form 8-K as
Exhibit 10.1 hereto, and is incorporated herein by reference.
Amendment No. 1 to Sponsor Support Agreement
As previously disclosed in the Current Report on Form 8-K filed with the SEC by
Vickers on March 21, 2022, concurrently with the execution of the Merger
Agreement, Vickers, Scilex and certain stockholders of Vickers entered into a
certain Sponsor Support Agreement dated March 17, 2022 (the "Original Support
Agreement") pursuant to which those certain Vickers shareholders who are parties
thereto (the "Vickers Shareholders") agreed to vote all shares of Vickers
Ordinary Shares beneficially owned by them, including any additional shares of
Vickers they acquire ownership of or the power to vote, in favor of the Merger
and related transactions.
On September 12, 2022, Vickers and Scilex entered into Amendment No. 1 to the
Original Support Agreement with the Vickers Shareholders (the "Support Agreement
Amendment"). All capitalized terms used below and not otherwise defined herein
shall have the meanings set forth in the Original Support Agreement and the
Support Agreement Amendment.
The Support Agreement Amendment amends the Original Support Agreement to, among
other things, provide that if, as of immediately prior to the Closing, the
holders of more than seventy-five percent (75%) of the aggregate amount of
Parent Ordinary Shares issued and outstanding as of March 17, 2022 shall have
exercised redemption rights in conjunction with the shareholder vote on the
Extension Amendment or the Parent Shareholder Approval Matters, then
automatically and without any further action by any other Person, such Vickers
Shareholder shall forfeit a number of Parent Warrants equal to forty percent
(40%) of all Parent Warrants held by such Vickers Shareholder immediately prior
to Closing, and all such Parent Warrants shall be cancelled and forfeited for no
consideration, and shall cease to exist.
The foregoing description of the Support Agreement Amendment does not purport to
be complete and is qualified in its entirety by reference to the Support
Agreement Amendment, a copy of which is filed with this Current Report on Form
8-K as Exhibit 10.2 hereto, and is incorporated herein by reference.
Additional Information
For additional information on the proposed Merger, see the relevant materials
that Vickers has filed with the SEC, including a registration statement on
Form S-4 (the "Vickers Registration Statement") with the SEC, which includes a
proxy statement/prospectus of Vickers. Vickers' shareholders and other
interested persons are advised to read the preliminary proxy
statement/prospectus and the amendments thereto and, when available, the
definitive proxy statement and documents incorporated by reference therein filed
or to be filed with the SEC in connection with the proposed Merger, as these
materials contain important information about Vickers, Scilex and the proposed
Merger. Promptly after the Vickers Registration Statement is declared effective
by the SEC, Vickers will mail the definitive proxy statement/prospectus and a
proxy card to each shareholder entitled to vote at the meeting relating to the
approval of the Merger and other proposals set forth in the proxy
statement/prospectus. Before making any voting or investment decision, investors
and shareholders of Vickers are urged to carefully read the entire registration
statement and proxy statement/prospectus, when they become available, and any
other relevant documents filed with the SEC, as well as any amendments or
supplements to these documents, because they will contain important information
about the proposed Merger. The documents filed by Vickers with the SEC may be
obtained free of charge at the SEC's website at www.sec.gov.
This communication does not constitute an offer to sell or the solicitation of
an offer to buy any securities, or a solicitation of any vote or approval, nor
shall there be any sale of securities in any jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities laws of any such jurisdiction.
Participants in the Solicitation
Vickers and its directors and executive officers may be deemed participants in
the solicitation of proxies from Vickers' shareholders in connection with the
Merger. A list of the names of such directors and executive officers and
information regarding their interests in the proposed Merger will be contained
in the proxy statement/prospectus when available. You may obtain free copies of
these documents at the SEC's website at www.sec.gov.
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 Merger. Information about Scilex's directors and
executive officers and information regarding their interests in the proposed
Merger will be included in the proxy statement/prospectus for the proposed
Merger.
Forward-Looking Statements
This Current Report on Form 8-K and the documents incorporated by reference
herein (this "Current Report") contain certain "forward-looking statements"
within the meaning of "safe harbor" provisions of the Private Securities
. . .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
2.1* Amendment No. 1 to Agreement and Plan of Merger, dated as of September
12, 2022, by and among Vickers Vantage Corp. I, Vantage Merger Sub Inc. and
Scilex Holding Company.
10.1 Stockholder Agreement, dated as of September 12, 2022, by and among
Sorrento Therapeutics, Inc. and Vickers Vantage Corp. I.
10.2 Amendment No. 1 to Sponsor Support Agreement, dated as of September 12,
2022, by and among Vickers Vantage Corp. I, Scilex Holding Company and each
of the Persons set forth on Schedule I attached thereto.
104 Cover Page Interactive Data File, formatted in Inline Extensible Business
Reporting Language (iXBRL).
* Certain of the exhibits and schedules to this exhibit have been omitted in
accordance with Regulation S-K Item 601(b)(2). The Registrant agrees to furnish
supplementally a copy of all omitted exhibits and schedules to the SEC upon its
request.
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