8-K
filed November 17, 2022, 6:59 PM ET
ticker SCLX
CIK 0001820190
M&A
confidence high
sentiment neutral
materiality 0.90
Scilex Holding Co (SCLX): M&A transaction — Scilex completes de-SPAC merger with Vickers, begins trading on Nasdaq as SCLX
Scilex Holding Co
- Merger consideration valued at $1.5B; exchange ratio of 0.673498; Sorrento contributed $290.6M intercompany debt.
- Sorrento holds 96.9% voting power post-closing; 141.1M shares of common stock outstanding.
- New board includes Jaisim Shah, Henry Ji; 2022 Equity Incentive Plan and ESPP approved at special meeting.
- Registration rights agreement imposes 180-day lock-up on certain holders; indemnification agreements signed with directors and officers.
- Warrants to purchase common at $11.50 per share continue under symbol SCLXW.
Key facts
Extracted from this filing and checked against the source text.
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jaisim Shah was appointed as President and Chief Executive Officer at Scilex Holding Co.
- Action
- appointed
- Role
- President and Chief Executive Officer
Exact text from the filing
Jaisim Shah, President and Chief Executive Officer;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Henry Ji, Ph.D. was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class III directors: Henry Ji, Ph.D. and Jaisim Shah.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Elizabeth Czerepak was appointed as Executive Vice President, Chief Business Officer, Chief Financial Officer and Secretary at Scilex Holding Co.
- Action
- appointed
- Role
- Executive Vice President, Chief Business Officer, Chief Financial Officer and Secretary
Exact text from the filing
Elizabeth Czerepak, Executive Vice President, Chief Business Officer, Chief Financial Officer and Secretary.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Dorman Followwill was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class I directors: Dorman Followwill, David Lemus, and Tommy Thompson;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
David Lemus was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class I directors: Dorman Followwill, David Lemus, and Tommy Thompson;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tommy Thompson was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class I directors: Dorman Followwill, David Lemus, and Tommy Thompson;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Laura J. Hamill was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class II directors: Tien-Li Lee, M.D. and Laura J. Hamill;
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Jaisim Shah was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class III directors: Henry Ji, Ph.D. and Jaisim Shah.
View on SEC.gov
Executive change
SEC 8-K Item 5.02
confidence 0.95
Tien-Li Lee, M.D. was appointed as Director at Scilex Holding Co.
- Action
- appointed
- Role
- Director
Exact text from the filing
Class II directors: Tien-Li Lee, M.D. and Laura J. Hamill;
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Scilex Holding Co: Adopted new Code of Business Conduct and Ethics (effective 2022-11-10).
- Change
- code of ethics
- Effective
- 2022-11-10
Exact text from the filing
on November 10, 2022, the Board approved and adopted a new Code of Business Conduct and Ethics applicable to all employees, officers and directors of the Company.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Scilex Holding Co: Ceased to be a shell company due to business combination.
- Change
- shell status
Exact text from the filing
As a result of the Business Combination, the Company ceased to be a shell company upon the closing of the Business Combination.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Scilex Holding Co: Restated certificate of incorporation to reflect name change and remove incorporator provisions.
- Change
- charter amendment
Exact text from the filing
In connection with the Closing, Vickers changed its corporate name of “Vickers Vantage Corp. I” to “Scilex Holding Company” and restated its certificate of incorporation (the “Restated Charter”) to remove provisions relating to the incorporator and initial board of directors following the Domestication and prior to the Effective Time.
View on SEC.gov
Governance Changes
SEC 8-K Item 5.03/5.05/5.06
confidence 0.9
Scilex Holding Co: Adopted bylaws of Vickers as bylaws of New Scilex.
- Change
- bylaw amendment
Exact text from the filing
The bylaws of Vickers became the bylaws of New Scilex (the “Bylaws”).
View on SEC.gov
M&A Transactions
SEC 8-K Item 2.01/5.01
confidence 0.95
Scilex Holding Co underwent a change of control involving Legacy Scilex Holding Company for $1.5 billion (closed 2022-11-10).
- Action
- change of control
- Counterparty
- Legacy Scilex Holding Company
- Consideration
- $1.5 billion
- Closing
- 2022-11-10
Exact text from the filing
of options to purchase Legacy Scilex Common Stock outstanding as of immediately prior to the Effective Time. The “Merger Consideration” was calculated as the quotient of (i) $1.5 billion less Specified Indebtedness (as defined below) divided by (ii) $10.00. The term “Specified Indebtedness” means the aggregate amount owed by Legacy Scilex to Sorrento in respect
View on SEC.gov
Material Agreements
SEC 8-K Item 1.01/1.02
confidence 0.9
Scilex Holding Co entered into Registration Rights Agreement with Sorrento, the Sponsors, Pei Wei Woo, Suneel Kaji and Steve Myint (effective 2022-11-10).
- Action
- entry
- Counterparty
- Sorrento, the Sponsors, Pei Wei Woo, Suneel Kaji and Steve Myint
- Effective
- 2022-11-10
Exact text from the filing
on November 10, 2022, New Scilex, Sorrento, the Sponsors, and Vickers’s former directors, Pei Wei Woo, Suneel Kaji and Steve Myint entered into an amended and restated registration rights agreement (the “Registration Rights Agreement”)
View on SEC.gov
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