Vickers Venture SPAC to merge with subsidiary of Sorrento Therapeutics

VICKERS Venture Partners' Nasdaq-listed special purpose acquisition company (SPAC) Vickers Vantage Corp I is merging with Scilex Holding Company, a commercial biopharmaceutical company focused on developing and commercialising non-opioid therapies for patients with acute and chronic pain.

Scilex Holding is a subsidiary of pharma giant Sorrento Therapeutics, which is also listed on the Nasdaq.

In a statement on Friday (Mar 18), Vickers Venture Partners said the merged entity is expected to have funds of up to US$140 million held in the SPAC's trust account at closing before expenses - assuming there are no redemptions from its existing public shareholders.

The Singapore-based venture capital firm expects the transaction to complete by Q3 of 2022.

Post-merger, Vickers Vantage Corp I will be re-domesticated as a Delaware corporation.

The combined entity will be renamed as Scilex and will be led by the existing management team of Scilex. Its common stock and warrants are expected to be listed on Nasdaq under the ticker symbols "SCLX" and "SCLXW", respectively.

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As part of the transaction, Scilex's existing equity holders will roll 100 per cent of their equity into the enlarged entity, which they will own about 88 per cent of.

Vickers Vantage Corp I's sponsors have also agreed to cancel 40 per cent of their private warrants if redemptions exceed 75 per cent.

Proceeds from the merger are expected to fund commercialisation plans for Scilex's non-opioid injectable for sciatica, along with potential clinical development programmes.

The company may raise additional capital through a PIPE (private investment in public equity deals) or other financing methods, although Vickers Venture Partners said there are no specific plans for such an offering at this time.

It added that the merger has received unanimous approval from the boards of directors of its SPAC, Scilex and Sorrento - but remains subject to the approval of Vickers Vantage Corp I shareholders, among other conditions.

Dr Jeffrey Chi, chief executive and chairman of Vickers Vantage Corp I, sees importance in investing funds into the research and development of non-addictive pain management solutions.

"This merger is aligned with Vickers' vision of making such funds available for companies that are committed to improving lives and creating a better world," said Chi, who is also vice-chairman of Vickers Venture Partners.

"We believe Scilex is a uniquely compelling company with excellent non-opioid pain management therapies, which we expect may become cornerstone therapies for treating many acute and chronic pain conditions worldwide," he added.

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