Scilex Holding Company (“Scilex”), a Sorrento Company (nearly 100%
or over 99.9% majority-owned subsidiary of Sorrento Therapeutics,
Inc.) (Nasdaq: SRNE, “Sorrento”), an innovative revenue-generating
company focused on acquiring, developing and commercializing
non-opioid pain management products for the treatment of acute and
chronic pain and Vickers Vantage Corp. I (Nasdaq: VCKA,"Vickers"),
a special purpose acquisition company, today announced that
Vickers’s registration statement on Form S-4 (the “Registration
Statement”) related to the previously announced proposed business
combination between Vickers and Scilex (the “Business Combination”)
has been declared effective by the U.S. Securities and Exchange
Commission (the "SEC").
Vickers will hold an extraordinary general meeting of
shareholders (the “Meeting”) at 10:00 a.m., Eastern Time on
November 9, 2022 to approve, among other things, the proposed
Business Combination. Shareholders of record of Vickers at the
close of business on October 20, 2022 will be entitled to receive
notice of and to vote at the Meeting. The Meeting will be held at
10:00 a.m., Eastern time, on Wednesday, November 9, 2022 at the
Nasdaq World Headquarters located at 151 W. 42nd St., 10FL Einstein
Executive Conference Room, New York, NY 10036, United States of
America, and virtually via live webcast at
www.cstproxy.com/vickersvantagecorpi/sm2022. The Business
Combination is expected to close shortly after approval by
Vickers’s and Scilex’s shareholders and the satisfaction of other
customary closing conditions as described in the Registration
Statement.
Upon the closing of the Business Combination, the combined
company is expected to be listed for trading on the Nasdaq Capital
Market with its common stock trading under the new ticker symbol
“SCLX” and its warrants trading under the new ticker symbol
“SCLXW”.
Investors and security holders will be able to obtain free
copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Vickers through the website
maintained by the SEC.
www.sec.gov/Archives/edgar/data/1820190/000110465922112557/tm2214659-30_424b3.htm
About Scilex Holding Company
Scilex Holding Company, a nearly 100% (or over 99.9%)
majority-owned subsidiary of Sorrento Therapeutics, Inc., is an
innovative revenue-generating company focused on acquiring,
developing and commercializing non-opioid pain management products
for the treatment of acute and chronic pain. Scilex is
uncompromising in its focus to become the global pain management
leader committed to social, environmental, economic, and ethical
principles to responsibly develop pharmaceutical products to
maximize quality of life. Results from the Phase III Pivotal Trial
C.L.E.A.R Program for SEMDEXATM, its novel, non-opioid product for
the treatment of lumbosacral radicular pain (sciatica), were
announced in March 2022. Scilex targets indications with high unmet
needs and large market opportunities with non-opioid therapies for
the treatment of patients with moderate to severe pain.
Scilex launched its first commercial product in October 2018,
in-licensed a commercial product in June 2022, and is developing
its late-stage pipeline, which includes a pivotal Phase 3 candidate
and one Phase 2 and one Phase 1 candidate. Its commercial
product, ZTlido® (lidocaine topical system) 1.8%, or ZTlido®, is a
prescription lidocaine topical product approved by the U.S. Food
and Drug Administration for the relief of pain associated with
postherpetic neuralgia, which is a form of post-shingles nerve
pain. Scilex in-licensed the exclusive right to commercialize
Gloperba® (colchicine USP) oral solution, an FDA-approved
prophylactic treatment for painful gout flares in adults, in the
U.S. Scilex is planning to commercialize Gloperba® in 2023 and is
well-positioned to market and distribute the product. Scilex’s
three product candidates are SP-102 (injectable dexamethasone
sodium phosphate viscous gel product containing 10 mg
dexamethasone), or SEMDEXA™, a Phase 3, novel, viscous gel
formulation of a widely used corticosteroid for epidural injections
to treat lumbosacral radicular pain, or sciatica, with FDA Fast
Track status; SP-103 (lidocaine topical system) 5.4%, a Phase 2,
triple-strength formulation of ZTlido®, for the treatment of low
back pain, with FDA Fast Track status; and SP-104, 4.5 mg Delayed
Burst Release Low Dose Naltrexone Hydrochloride (DBR-LDN) Capsule,
for the treatment of chronic pain, fibromyalgia in multiple Phase 1
programs expected to be initiated this year. For further
information regarding the SP-102 Phase 3 efficacy trial, see NCT
identifier NCT03372161 – Corticosteroid Lumbar Epidural
Analgesia for Radiculopathy – Full Text View –
ClinicalTrials.gov.
Scilex Holding Company is headquartered in Palo Alto,
California, with operations in both Palo Alto and San Diego,
California. For further information please visit
www.scilexholding.com.
About Sorrento Therapeutics, Inc.
Sorrento is a clinical and commercial stage biopharmaceutical
company developing new therapies to treat cancer, pain (non-opioid
treatments), autoimmune disease and COVID-19. Sorrento’s
multimodal, multipronged approach to fighting cancer is made
possible by its extensive immuno-oncology platforms, including key
assets such as next-generation tyrosine kinase inhibitors (“TKIs”),
fully human antibodies (“G-MAB™ library”), immuno-cellular
therapies (“DAR-T™”), antibody-drug conjugates (“ADCs”), and
oncolytic virus (“Seprehvec™”). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including STI-1558, COVISHIELD™ and COVIDROPS™; and diagnostic test
solutions, including COVIMARK™.
Sorrento’s commitment to life-enhancing therapies for patients
is also demonstrated by our effort to advance (TRPV1 agonist)
non-opioid pain management small molecule, resiniferatoxin (“RTX”),
and SP-102 (10 mg, dexamethasone sodium phosphate viscous gel)
(SEMDEXA™), a novel, viscous gel formulation of a widely used
corticosteroid for epidural injections to treat lumbosacral
radicular pain, or sciatica, and to commercialize ZTlido®
(lidocaine topical system) 1.8% for the treatment of postherpetic
neuralgia (PHN). RTX has been cleared for a Phase II trial for
intractable pain associated with cancer and a Phase II trial in
osteoarthritis patients. Positive final results from the Phase III
Pivotal Trial C.L.E.A.R. Program for SEMDEXA™, its novel,
non-opioid product for the treatment of lumbosacral radicular pain
(sciatica), were announced in March 2022. ZTlido® was approved by
the FDA on February 28, 2018.
For more information
visit www.sorrentotherapeutics.com.
About Vickers Vantage Corp. I
Vickers Vantage Corp. I is a blank check company
formed for the purpose of effecting a merger, share exchange, asset
acquisition, share purchase, reorganization or similar business
combination with one or more businesses or entities.
Important Information for Investors and
Stockholders
This press release relates to a proposed transaction between
Scilex and Vickers. This press release does not constitute an offer
to sell or exchange, or the solicitation of an offer to buy or
exchange, any securities, nor shall there be any sale of securities
in any jurisdiction in which such offer, sale or exchange would be
unlawful prior to registration or qualification under the
securities laws of any such jurisdiction. In connection with the
transaction described herein, Vickers has filed a Registration
Statement on Form S-4 (the “Registration Statement”), which was
declared effective by the SEC on October 28, 2022, and includes a
document that serves as a prospectus and proxy statement of
Vickers, referred to as the proxy statement/prospectus. The proxy
statement/prospectus will be sent to all Vickers shareholders of
record at the close of business on October 20, 2022 for the meeting
of Vickers shareholders to be established for voting on the
proposed business combination. Vickers will also file other
documents regarding the proposed transaction with the SEC. This
press release does not contain all of the information that will be
contained in the proxy statement/prospectus or other documents
filed or to be filed with the SEC. Investors and security
holders of Vickers are urged to read these materials (including any
amendments or supplements thereto) and any other relevant documents
in connection with the transaction that Vickers files with the SEC
when, and if, they become available because they will contain
important information about Vickers, Scilex and the proposed
transaction. Investors and security holders will be
able to obtain free copies of the Registration Statement, the proxy
statement/prospectus and all other relevant documents filed or that
will be filed with the SEC by Vickers through the website
maintained by the SEC at www.sec.gov.
Participants in the Solicitation
Vickers and its directors and executive officers may be deemed
participants in the solicitation of proxies from Vickers’s
shareholders in connection with the transaction. A list of the
names of such directors and executive officers and information
regarding their interests in the proposed business combination are
included in the proxy statement/prospectus dated October 28, 2022.
You may obtain free copies of these documents as described in the
preceding paragraph.
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 transaction. Information about Scilex’s directors and
executive officers and information regarding their interests in the
proposed transaction is included in the proxy statement/prospectus
for the proposed transaction.
Non-Solicitation
This press release is not a proxy statement or
solicitation of a proxy, consent or authorization with respect to
any securities or in respect of the potential transaction and shall
not constitute an offer to sell or a solicitation of an offer to
buy the securities of Vickers, the Combined Company or Scilex, nor
shall there be any sale of any such securities in any state or
jurisdiction in which such offer, solicitation or sale would be
unlawful prior to registration or qualification under the
securities laws of such state or jurisdiction. No offer of
securities shall be made except by means of a prospectus meeting
the requirements of the Securities Act of 1933, as amended.
Forward-Looking Statements
This press release and any statements made for and during any
presentation or meeting concerning the matters discussed in this
press release contain forward-looking statements related to
Vickers, Sorrento and its subsidiaries, including but not limited
to Scilex, under the safe harbor provisions of Section 21E of the
Private Securities Litigation Reform Act of 1995 and are subject to
risks and uncertainties that could cause actual results to differ
materially from those projected. Forward-looking statements include
statements regarding Scilex’s long-term objectives and
commercialization plans, Scilex’s potential to attract new capital
and avoid the effects of negative debt leverage, the proposed
business combination between Scilex and Vickers, including the
timing of such business combination, the potential listing of the
Combined Company’s common stock and warrants to purchase common
stock on Nasdaq or other major securities exchange and the
anticipated stock ticker symbol for such shares and warrants to
purchase common stock, the estimated or anticipated future results
and benefits of the Combined Company following the proposed
business combination, including the likelihood and ability of the
parties to successfully consummate the proposed business
combination, future opportunities for the Combined Company, the
timing of the completion of the proposed business combination,
Scilex’s and the Combined Company’s proposed business strategies,
the expected cash resources of the Combined Company and the
expected uses thereof; Scilex’s and the Combined Company’s current
and prospective product candidates, planned clinical trials and
preclinical activities and potential product approvals, as well as
the potential for market acceptance of any approved products and
the related market opportunity; statements regarding SP-102
(SEMDEXA™), SP-103 or SP-104, if approved by the FDA; Scilex’s
development and commercialization plans; and Sorrento’s products,
technologies and prospects and Scilex’s products, technologies and
prospects. Risks and uncertainties that could cause
Sorrento’s and Scilex’s actual results to differ materially and
adversely from those expressed in our forward-looking statements,
include, but are not limited to: the inability of the parties to
consummate the proposed business combination transaction for any
reason or the occurrence of any event, change or other
circumstances that could give rise to the termination of the BCA,
including any failure to meet applicable closing conditions;
changes in the structure, timing and completion of the proposed
transaction between Vickers and Scilex; Vickers’s ability to
continue its listing on the Nasdaq Capital Market until closing of
the proposed transaction; the Combined Company’s ability to list
its securities on Nasdaq or other major securities exchange after
closing of the proposed transaction; the ability of the parties to
achieve the benefits of the proposed transaction, including future
financial and operating results of the Combined Company; the
ability of the parties to realize the expected synergies from the
proposed transaction; risks related to the outcome of any legal
proceedings that may be instituted against the parties following
the announcement of the proposed business combination; general
economic, political and business conditions; risks related to the
ongoing COVID-19 pandemic; the risk that the potential product
candidates that Scilex develops may not progress through clinical
development or receive required regulatory approvals within
expected timelines or at all; risks relating to uncertainty
regarding the regulatory pathway for Scilex’s product candidates;
the risk that Scilex will be unable to successfully market or gain
market acceptance of its product candidates; the risk that Scilex’s
product candidates may not be beneficial to patients or
successfully commercialized; the risk that Scilex has overestimated
the size of the target patient population, their willingness to try
new therapies and the willingness of physicians to prescribe these
therapies; risks that the results of the Phase 2 trial for SP-103
or Phase 1 trials for SP-104 may not be successful; risks that the
prior results of the clinical trials of SP-102 (SEMDEXA™), SP-103
or SP-104 may not be replicated; regulatory and intellectual
property risks; the risk that any requisite regulatory approvals to
complete the transaction are not obtained, are delayed or are
subject to unanticipated conditions that could adversely affect the
Combined Company or the expected benefits of the proposed
transaction or that the approval of Vickers’s shareholders is not
obtained; the risk of failure to realize the anticipated benefits
of the proposed transaction; the amount of redemption requests made
by Vickers’s shareholders and other risks and uncertainties
indicated from time to time and other risks set forth in Sorrento’s
and Vickers’s filings with the SEC, including in the Registration
Statement. Investors are cautioned not to place undue reliance on
these forward-looking statements, which speak only as of the date
of this release, and we undertake no obligation to update any
forward-looking statement in this press release except as may be
required by law.
Contacts:
For Scilex Holding Company
Jaisim ShahChief Executive OfficerScilex Holding Company 960 San
Antonio RoadPalo Alto, CA 94303Office: (650) 516-4310Email:
jshah@scilexpharma.com
Website: www.sorrentotherapeutics.com and
www.scilexholding.com
Investors and Media Contact:
Contact:
Brian CooleyEmail:
mediarelations@sorrentotherapeutics.com Website:
www.sorrentotherapeutics.com For Vickers Vantage Corp. I
Jeffrey Chi Chief Executive Officer 85 Broad Street, 16th
FloorNew York, NY 10004Phone: (646) 974-8301Email:
jeff.chi@vickersventure.com
Website: www.vickersvantage.com
Investors and Media Contact: Nicolette Ten, Senior Account
Executive, SPRGEmail: nicolette.ten@sprg.com.sg
Sorrento® and the Sorrento logo are registered
trademarks of Sorrento Therapeutics, Inc.
G-MAB™, DAR-T™, Seprehvec™, SOFUSA™,
COVISHIELD™, COVIDROPSTM, COVI-MSC™, COVIMARK™ and FujoveeTM are
trademarks of Sorrento Therapeutics, Inc.
SEMDEXA™ (SP-102) is a trademark owned by Semnur
Pharmaceuticals, Inc., a wholly-owned subsidiary of Scilex Holding
Company. A proprietary name review by the FDA is planned.
ZTlido® is a registered trademark owned by
Scilex Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex
Holding Company.
Gloperba® is an exclusive, transferable license
to use the trademark by Scilex Holding Company.
All other trademarks are the property of their
respective owners.
© 2022 Sorrento Therapeutics, Inc. All Rights
Reserved.
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