--- schema_version: "secwatch.filing_event.v1" accession: "0001193125-22-287783" form_type: "8-K" ticker: "SCLX" cik: "0001820190" company_name: "Scilex Holding Co" filed_at: "2022-11-17T23:59:59+00:00" generated_at: "2026-06-21T16:50:12.295619+00:00" event_type: "m_and_a" sentiment: "neutral" materiality_score: 0.9 calibrated_materiality_score: 0.9 confidence: "high" source: SEC EDGAR --- # Scilex completes de-SPAC merger with Vickers, begins trading on Nasdaq as SCLX ## Summary - 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. ## SEC filing metadata - accession: 0001193125-22-287783 - form_type: 8-K - ticker: SCLX - cik: 0001820190 - company_name: Scilex Holding Co - filed_at: 2022-11-17T23:59:59+00:00 - event_type: m_and_a - sentiment: neutral - materiality_score: 0.9 - calibrated_materiality_score: 0.9 - confidence: high - sec_items: 1.01, 2.01, 9.01, 5.02, 3.02, 4.01, 3.03, 8.01, 5.01, 5.03, 5.05, 5.06, 7.01 - EDGAR index: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - EDGAR primary document: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/d374632d8k.htm ## Machine-readable alternates - HTML: https://secwatch.observer/filing/0001193125-22-287783 - JSON: https://secwatch.observer/filing/0001193125-22-287783.json - Plain text: https://secwatch.observer/filing/0001193125-22-287783.txt ## Key facts - Executive change Jaisim Shah was appointed as President and Chief Executive Officer at Scilex Holding Co. - Action: appointed - Role: President and Chief Executive Officer source text: Jaisim Shah, President and Chief Executive Officer; evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change Henry Ji, Ph.D. was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class III directors: Henry Ji, Ph.D. and Jaisim Shah. evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change 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 source text: Elizabeth Czerepak, Executive Vice President, Chief Business Officer, Chief Financial Officer and Secretary. evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change Dorman Followwill was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class I directors: Dorman Followwill, David Lemus, and Tommy Thompson; evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change David Lemus was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class I directors: Dorman Followwill, David Lemus, and Tommy Thompson; evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change Tommy Thompson was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class I directors: Dorman Followwill, David Lemus, and Tommy Thompson; evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change Laura J. Hamill was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class II directors: Tien-Li Lee, M.D. and Laura J. Hamill; evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change Jaisim Shah was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class III directors: Henry Ji, Ph.D. and Jaisim Shah. evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Executive change Tien-Li Lee, M.D. was appointed as Director at Scilex Holding Co. - Action: appointed - Role: Director source text: Class II directors: Tien-Li Lee, M.D. and Laura J. Hamill; evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Governance Changes Scilex Holding Co: Adopted new Code of Business Conduct and Ethics (effective 2022-11-10). - Change: code of ethics - Effective: 2022-11-10 source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Governance Changes Scilex Holding Co: Ceased to be a shell company due to business combination. - Change: shell status source text: As a result of the Business Combination, the Company ceased to be a shell company upon the closing of the Business Combination. evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Governance Changes Scilex Holding Co: Restated certificate of incorporation to reflect name change and remove incorporator provisions. - Change: charter amendment source text: 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. evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Governance Changes Scilex Holding Co: Adopted bylaws of Vickers as bylaws of New Scilex. - Change: bylaw amendment source text: The bylaws of Vickers became the bylaws of New Scilex (the “Bylaws”). evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - M&A Transactions 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 source text: 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 evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm - Material Agreements 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 source text: 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”) evidence_url: https://www.sec.gov/Archives/edgar/data/1820190/000119312522287783/0001193125-22-287783-index.htm This AI-assisted summary is a reading aid. Review the linked SEC EDGAR filing before relying on any specific claim.