Scilex Holding Company (“Scilex”), a Sorrento Company (nearly 100%
or over 99.9% majority-owned subsidiary of Sorrento Therapeutics,
Inc.) (Nasdaq: SRNE, “Sorrento”) and Vickers Vantage Corp. I
(Nasdaq: VCKA “Vickers”) today announced the filing of a
Registration Statement on Form S-4 (the “Registration Statement”)
by Vickers with the Securities and Exchange Commission (the "SEC")
on May 13, 2022, relating to the previously announced proposed
business combination between Scilex and Vickers (the "Business
Combination").
The Registration Statement contains a preliminary proxy
statement/prospectus in connection with the Business Combination.
While the Registration Statement has not yet become effective and
the information contained therein is subject to change, it provides
important information about Scilex and Vickers, as well as the
proposed Business Combination.
About Scilex Holding Company
Scilex Holding Company, a Sorrento Company
(nearly 100% or over 99.9% majority-owned subsidiary of Sorrento
Therapeutics, Inc.), is dedicated to the development and
commercialization of non-opioid pain management products for
treatment of acute and chronic pain.
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 fully human antibodies (“G-MAB™ library”),
immuno-cellular therapies (“DAR-T™”), antibody-drug conjugates, and
oncolytic virus (“Seprehvec™”). Sorrento is also developing
potential antiviral therapies and vaccines against coronaviruses,
including Abivertinib, COVI-AMG™, COVISHIELD™, COVI-MSC™ and
COVIDROPS™; and diagnostic test solutions, including COVITRACK™
and COVIMARK™.
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 filed the Registration
Statement, which includes a document that serves as a prospectus
and proxy statement of Vickers, referred to as proxy
statement/prospectus. After the Registration Statement is declared
effective by the SEC, the proxy statement/prospectus will be sent
to all Vickers shareholders as of a record date 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 will
be contained in the proxy statement/prospectus when available. 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 will be 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 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 on Nasdaq or other major securities exchange
and the anticipated stock ticker symbol for such shares, the
expectation that Vickers will file subsequent amendments to the
Registration Statement on Form S-4, 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, including the potential for
Scilex’s product candidates to be best-in-class or first-in-class
therapies. 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 trial 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 CooleySenior Vice PresidentCorporate
Communications and Investor RelationshipsHead of Lymphatic Drug
DeliveryEmail: mediarelations@sorrentotherapeutics.comWebsite:
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™, COVI-MSC™, and COVIMARK™ 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.
All other trademarks are the property of their
respective owners.
© 2022 Sorrento Therapeutics, Inc. All Rights
Reserved.
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