Item 1.01. Entry into a Material Definitive Agreement.
Debt Contribution Agreement
On October 17, 2022, Vickers Vantage Corp. I, a Cayman Islands exempted company,
(the "Company" or "Vickers"), Vickers Venture Fund VI (Plan) Pte Ltd ("Sponsor
One") and Vickers Venture Fund VI Pte Ltd ("Sponsor Two" and, together with
Sponsor One, the "Sponsors") entered into a Debt Contribution Agreement (the
"Debt Contribution Agreement"). The Debt Contribution Agreement relates to
certain amounts owed by the Company to the Sponsors for payment of certain
outstanding loans (the "Company Obligations") as set forth on Schedule I to the
Debt Contribution Agreement.
As previously disclosed in the Current Report on Form 8-K filed by Vickers with
the Securities and Exchange Commission (the "SEC") on March 21, 2022 (the
"Current Report"), on March 17, 2022, Vickers entered into an agreement and plan
of merger (as amended, the "Merger Agreement") by and among Scilex Holding
Company, a Delaware corporation ("Scilex") and a majority-owned subsidiary of
Sorrento Therapeutics, Inc. ("Sorrento"), Vickers and Vantage Merger Sub Inc., a
Delaware corporation and a wholly owned subsidiary of Vickers ("Merger Sub"),
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 "Business Combination" or "Merger").
Pursuant to the Debt Contribution Agreement, the Sponsors have agreed to
contribute the Company Obligations to the Company in exchange for the issuance
of that number of shares of shares of common stock, par value $0.0001 per share,
of the Company, determined by dividing the Company Obligations by $10.00 (the
"Contribution Shares") to the Sponsors immediately prior to the consummation of
the Business Combination but after the Domestication (as defined in the Merger
Agreement). Upon the occurrence of the debt contribution and issuance of the
Contribution Shares to the Sponsors pursuant to the Debt Contribution Agreement,
the Company Obligation owed to the Sponsors shall be extinguished in its
entirety and shall be of no further force or effect and shall be deemed
satisfied in full.
The foregoing description of the Debt Contribution Agreement does not purport to
be complete and is qualified in its entirety by reference to the full text of
the Debt Contribution Agreement, a copy of which is filed as Exhibit 10.1 to
this Current Report on Form 8-K and is incorporated herein by reference.
Item 3.02 Unregistered Sales of Equity Securities
The information set forth in Item 1.01 of this Current Report on Form 8-K is
incorporated herein by reference into this Item 3.02 in its entirety. The
Contribution Shares will be issued, in a transaction exempt from registration
under the Securities Act of 1933, in reliance on Section 4(a)(2) thereof and
Rule 506 of Regulation D thereunder. Sponsor One and Sponsor Two shall have each
represented that such equityholder is an "accredited investor," as defined in
Regulation D, and is acquiring such Contribution Shares for investment only and
not with a view towards, or for resale in connection with, the public sale or
distribution thereof.
Except for the registration rights contemplated by the Amended and Restated
Registration Rights Agreement to be entered into in connection with the closing
of the Business Combination pursuant to the Merger Agreement, the Contribution
Shares have not been, and any shares of Contribution Shares to be issued in
connection with the Debt Contribution Agreement will not be, at the time of
issuance, registered under the Securities Act and such Contribution Shares may
not be offered or sold in the United States absent registration or an exemption
from registration under the Securities Act and any applicable state securities
laws. Neither this Current Report on Form 8-K nor the exhibits attached hereto
is an offer to sell or the solicitation of an offer to buy Contribution Shares
or any other securities of the Company.
Item 8.01 Other Events
As previously disclosed in the Registration Statement on Form S-4 filed by
Vickers with the SEC (File No. 333-264941), Scilex, Scilex Pharmaceuticals, Inc.
and Sorrento entered into a Contribution and Satisfaction of Indebtedness
Agreement dated September 12, 2022 (the "Debt Exchange Agreement"), in order to
facilitate the satisfaction of the closing condition under the Merger Agreement
that requires Vickers to have at least $5,000,001 in net tangible assets (as
determined in accordance with Rule 3a51-1(g)(1) of the United States Securities
and Exchange Act of 1934) (the "Net Tangible Assets Condition").
In connection with the Debt Exchange Agreement, on October 17, 2022, Sorrento
and Scilex entered into a letter agreement (the "Funding Commitment Letter")
pursuant to which, upon the written request of the Company (which request the
Company shall make to the extent necessary to satisfy Net Tangible Asset
Condition), Sorrento shall fund one or more loans to the Company in the amount
set forth in such written request.
On October 17, 2022, as consideration for Sorrento agreeing to provide for
funding under the Funding Commitment Letter, Vickers, the Sponsors, Sorrento and
Maxim Group LLC, entered into the Warrant Transfer Agreement (the "Warrant
Transfer Agreement") for the transfer of certain private placement warrants held
by the Sponsors to Sorrento in the event redemptions exceed certain thresholds
specified in the Warrant Transfer Agreement.
On October 17, 2022, the Company entered into a Letter Agreement with Sorrento
and the Sponsors (the "Letter Agreement") to provide that certain shares held by
the Sponsors will be released from the lock-up restrictions only in an amount
necessary to help satisfy the minimum public float requirement under the Listing
Standards of the Nasdaq Stock Market LLC, which amount shall not exceed
1,500,000 shares.
The foregoing descriptions of the Warrant Transfer Agreement and Letter
Agreement do not purport to be complete and are qualified in their entirety by
references to the full text of the Warrant Transfer Agreement and Letter
Agreement, respectively, copies of which are incorporated by reference and filed
as Exhibits 10.2 and 10.3 to this Current Report on Form 8-K and are
incorporated herein by reference.
Additional Information
For additional information on the proposed Merger and Merger Agreement, 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
Litigation Reform Act of 1995, as amended. Forward-looking statements can be
identified by words such as: "target," "believe," "expect," "will," "shall,"
"may," "anticipate," "estimate," "would," "positioned," "future," "forecast,"
"intend," "plan," "project" and other similar expressions that predict or
indicate future events or trends or that are not statements of historical
matters. Examples of forward-looking statements include, among others,
statements made in this Current Report regarding the proposed transactions
contemplated by the Merger Agreement (as amended), including the benefits of the
Merger, integration plans, expected synergies and revenue opportunities,
anticipated future financial and operating performance and results, including
estimates for growth, the expected management and governance of the combined
company, and the expected timing of the Merger. Forward-looking statements are
neither historical facts nor assurances of future performance. Instead, they are
based only on Vickers' and Scilex's managements' current beliefs, expectations
and assumptions. Because forward-looking statements relate to the future, they
are subject to inherent uncertainties, risks and changes in circumstances that
are difficult to predict and many of which are outside of our control. Actual
results and outcomes may differ materially from those indicated in the
forward-looking statements. Therefore, you should not rely on any of these
forward-looking statements. Important factors that could cause actual results
and outcomes to differ materially from those indicated in the forward-looking
statements include, among others, the following: (1) the occurrence of any
event, change or other circumstances that could give rise to an amendment or
termination of the Merger Agreement (as amended) and the proposed transaction
contemplated thereby; (2) the inability to complete the transactions
contemplated by the Merger Agreement (as amended) due to the failure to obtain
approval of the stockholders of Vickers or Scilex or other conditions to closing
in the Merger Agreement (as amended); (3) the inability to project with any
certainty the amount of cash proceeds remaining in the Vickers trust account at
the closing of the transaction; (4) the uncertainty relative to the cash made
available to Scilex at the closing should any material redemption requests be
made by the Vickers shareholders; (5) the inability of the company post-closing
to obtain or maintain the listing of its securities on Nasdaq following the
business combination; (6) the amount of costs related to the business
combination; (7) Scilex's ability to yield sufficient cash proceeds from the
transaction to support its short-term operations and research and development
efforts since the Merger Agreement (as amended) requires no minimum level of
funding in the trust account to close the transaction; (8) the outcome of any
legal proceedings that may be instituted against the parties following the
announcement of the business combination; changes in applicable laws or
regulations; (9) the ability of Scilex to meet its post-closing financial and
strategic goals, due to, among other things, competition; (10) the ability of
the company post-closing to grow and manage growth profitability and retain its
key employees; (11) the possibility that the company post-closing may be
adversely affected by other economic, business, and/or competitive factors;(12)
risks relating to the successful retention of Scilex's customers; (13) the
potential impact that COVID-19 may have on Scilex's customers, suppliers,
vendors, regulatory agencies, employees and the global economy as a whole; (14)
the expected duration over which Scilex's balances will fund its operations;
(15) and other risks and uncertainties described herein, as well as those risks
and uncertainties indicated from time to time in the final prospectus of Vickers
for its initial public offering dated January 6, 2021 filed with the SEC and the
proxy statement on Schedule 14A relating to the proposed business combination,
including those under "Risk Factors" therein, and in Vickers's other filings
with the SEC. Vickers cautions that the foregoing list of factors is not
exclusive. Vickers and Scilex caution readers not to place undue reliance upon
any forward-looking statements, which speak only as of the date made. Vickers
and Scilex do not undertake or accept any obligation or undertaking to release
publicly any updates or revisions to any forward-looking statements to reflect
any change in their expectations or any change in events, conditions, or
circumstances on which any such statement is based.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
10.1 Debt Contribution Agreement, dated as of October 17, 2022, by and among
Vickers Vantage Corp. I, Vickers Venture Fund VI (Plan) Pte Ltd and Vickers
Venture Fund VI Pte Ltd.
10.2 Warrant Transfer Agreement, dated October 17, 2022, by and among Sorrento
Therapeutics, Inc., Vickers Venture Fund VI Pte Ltd , Vickers Venture Fund
VI (Plan) Pte Ltd, and for the limited purposes set forth therein, Vickers
Vantage Corp. I and Maxim Group LLC (incorporated by reference to Exhibit
10.62 to the amendment No. 5 to Vickers's Form S-4 Registration Statement
(File No. 333-264941) filed with the United States Securities and Exchange
Commission on October 18, 2022).
10.3 Letter Agreement, dated October 17, 2022, dated October 17, 2022, by and
among Sorrento Therapeutics, Inc., Vickers Venture Fund VI Pte Ltd , Vickers
Venture Fund VI (Plan) Pte Ltd, Vickers Vantage Corp. I and Maxim Group LLC
(incorporated by reference to Exhibit 10.64 to the amendment No. 5 to
Vickers's Form S-4 Registration Statement (File No. 333-264941) filed with
the United States Securities and Exchange Commission on October 18, 2022).
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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