--- schema_version: "secwatch.filing_event.v1" accession: "0001104659-22-116569" form_type: "8-K" ticker: "SCLX" cik: "0001820190" company_name: "Scilex Holding Co" filed_at: "2022-11-09T23:59:59+00:00" generated_at: "2026-06-22T01:50:59.319838+00:00" event_type: "m_and_a" sentiment: "positive" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Vickers Vantage shareholders approve Scilex merger; closing expected Nov 10 ## Summary - Shareholders approved all ten proposals at extraordinary general meeting on November 9, 2022. - Business Combination with Scilex received 8,202,588 votes for, 1,781,233 against, 214,454 abstain. - Anticipated closing date of the Business Combination is November 10, 2022. - Also approved Domestication to Delaware, election of seven directors, and adoption of equity incentive plan and ESPP. - Approval includes Nasdaq listing rule compliance for issuance of >20% shares and change of control. ## SEC filing metadata - accession: 0001104659-22-116569 - form_type: 8-K - ticker: SCLX - cik: 0001820190 - company_name: Scilex Holding Co - filed_at: 2022-11-09T23:59:59+00:00 - event_type: m_and_a - sentiment: positive - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 5.02, 5.07, 8.01, 9.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/tm2229641d1_8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001104659-22-116569 - JSON: https://secwatch.observer/filing/0001104659-22-116569.json - Plain text: https://secwatch.observer/filing/0001104659-22-116569.txt ## Key facts - Shareholder Votes Scilex Holding Co shareholders approved Advisory Proposal B — to provide that subject to the rights of any holders of preferred stock to elect directors, the number of directors that shall constitute the board of directors of Scilex after the Effective Time (the "New Scilex Board") shall be as determined from time to time exclusively by t at the 2022-11-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-09 source text: · Advisory Proposal B — to provide that subject to the rights of any holders of preferred stock to elect directors, the number of directors that shall constitute the board of directors of Scilex after the Effective Time (the "New Scilex Board") shall be as determined from time to time exclusively by the New Scilex Board, except that until such time as the Sorrento Trigger Event (as defined below) occurs, the stockholders of Scilex after the Effective Time ("New Scilex") shall be permitted to fix the number of directors; 8,202,588 1,781,233 214,454 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Proposal 1 — The Business Combination Proposal — To approve by ordinary resolution, the transactions contemplated by the Merger Agreement, as amended at the 2022-11-09 meeting. - Proposal: merger approval - Outcome: passed - Meeting: 2022-11-09 source text: Matter For Against Abstain · Proposal 1 — The Business Combination Proposal — To approve by ordinary resolution, the transactions contemplated by the Merger Agreement, as amended 8,202,588 1,781,233 214,454 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Scilex Holding Company 2022 Employee Stock Purchase Plan at the 2022-11-09 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-11-09 source text: shareholders approved, among other items, the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”) and the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “ESPP”) evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Advisory Proposal A — to increase the total number of authorized shares of all classes of capital stock to 785,000,000 shares, consisting of 740,000,000 authorized shares of common stock and 45,000,000 authorized shares of preferred stock at the 2022-11-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-09 source text: · Advisory Proposal A — to increase the total number of authorized shares of all classes of capital stock to 785,000,000 shares, consisting of 740,000,000 authorized shares of common stock and 45,000,000 authorized shares of preferred stock; 7,816,271 2,167,550 214,454 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Scilex Holding Company 2022 Equity Incentive Plan at the 2022-11-09 meeting. - Proposal: equity plan - Outcome: passed - Meeting: 2022-11-09 source text: shareholders approved, among other items, the Scilex Holding Company 2022 Equity Incentive Plan (the “Equity Incentive Plan”) and the Scilex Holding Company 2022 Employee Stock Purchase Plan (the “ESPP”) evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Advisory Proposal C — to require the removal of any director be only for cause and by the affirmative vote of at least 66 2/3% of the voting power of all then-outstanding shares of stock of New Scilex entitled to vote thereon, voting together as a single class, from and after the time Sorrento and i at the 2022-11-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-09 source text: · Advisory Proposal C — to require the removal of any director be only for cause and by the affirmative vote of at least 66 2/3% of the voting power of all then-outstanding shares of stock of New Scilex entitled to vote thereon, voting together as a single class, from and after the time Sorrento and its affiliates, subsidiaries, successors and assigns (other than New Scilex and its subsidiaries) first cease to beneficially own more than 50% in voting power of the then-outstanding shares of stock of New Scilex entitled to vote generally in the election of directors (the "Sorrento Trigger Event") (and prior to such event, by the affirmative vote of the holders of a majority in voting power of the then-outstanding shares of stock of New Scilex entitled to vote general evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Proposal 4 — The Bylaws Approval Proposal — To approve by ordinary resolution, in connection with the Business Combination, the bylaws of Vickers, to be effective immediately following the completion of the Domestication and prior to the Effective Time at the 2022-11-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-09 source text: · Proposal 4 — The Bylaws Approval Proposal — To approve by ordinary resolution, in connection with the Business Combination, the bylaws of Vickers, to be effective immediately following the completion of the Domestication and prior to the Effective Time. 8,202,588 1,781,233 214,454 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Proposal 2 — The Domestication Proposal — To approve by special resolution the change of the domicile of Vickers pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation, and the de-registration of at the 2022-11-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-09 source text: · Proposal 2 — The Domestication Proposal — To approve by special resolution the change of the domicile of Vickers pursuant to a transfer by way of continuation of an exempted company out of the Cayman Islands and a domestication into the State of Delaware as a corporation, and the de-registration of Vickers in the Cayman Islands (the "Domestication") and the approval of the certificate of incorporation of Vickers (the "Proposed Charter") and the proposed bylaws of Vickers (the "Proposed Bylaws") under Delaware law, in each case, prior to the time the Business Combination becomes effective (the "Effective Time"). 8,202,588 1,781,233 214,454 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm - Shareholder Votes Scilex Holding Co shareholders approved Proposal 3 — The Charter Approval Proposal — To approve by special resolution, in connection with the Domestication, the replacement of the Vickers’s amended and restated memorandum and articles of association, as in effect as of the date of the Proxy Statement/Prospectus, with the proposed certific at the 2022-11-09 meeting. - Proposal: charter amendment - Outcome: passed - Meeting: 2022-11-09 source text: · Proposal 3 — The Charter Approval Proposal — To approve by special resolution, in connection with the Domestication, the replacement of the Vickers’s amended and restated memorandum and articles of association, as in effect as of the date of the Proxy Statement/Prospectus, with the proposed certificate of incorporation of Vickers, to be effective immediately following the completion of the Domestication and prior to the Effective Time. 8,202,588 1,781,233 214,454 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000110465922116569/0001104659-22-116569-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.