Scilex Holding Company (“Scilex”), a majority-owned subsidiary of
Sorrento Therapeutics, Inc. (Nasdaq: SRNE, “Sorrento”), a
commercial biopharmaceutical company focused on developing and
commercializing non-opioid therapies for patients with acute and
chronic pain, announced that it has entered into a non-binding term
sheet with B. Riley Principal Capital, LLC (“BRPC”), a subsidiary
of B. Riley Financial, Inc. (Nasdaq: RILY, together with its
affiliates, “B. Riley”) for a committed equity financing facility
(the “Facility”) under which it would be able to sell up to $5
billion of its registered common stock over a five-year period. The
Facility would become effective in connection with the closing of
the previously announced pending merger with Vickers Vantage Corp I
(“Vickers”). Scilex would not be obligated to utilize
any of the $5 billion facility and would be able to enter other
financing transactions. No warrants will be issued in connection
with the Facility.
The term sheet contemplates that in connection with
the closing of the merger with Vickers, Scilex would enter into
definitive agreements with respect to the Facility. Scilex would be
able to determine, in its sole discretion, the timing, dollar
amount and floor price per share of each draw under the Facility,
subject to certain conditions. Any resales of shares
sold by Scilex to BRPC under the Facility will be made pursuant to
a registration statement to be filed with the Securities and
Exchange Commission (the “SEC”) following the closing of the
merger.
“We're pleased to establish a relationship with B. Riley, a
leader in providing capital markets access to clinical and
commercial stage biopharmaceutical companies," commented Henry Ji,
Ph.D., Scilex’s Executive Chairman and Chairman, CEO for Sorrento
Therapeutics Inc. "We expect the Facility to enhance Scilex’s
financial flexibility as we work to advance our drug development
programs and business development initiatives."
“As we prepare to begin our registration and
pre-commercialization plans of our recently successfully completed
SP-102 (SEMDEXATM) Phase 3 clinical trial program, this Facility is
an important addition to our menu of financing options. It will
give us the ability to raise capital quickly, at a competitive
cost, and the flexibility to issue shares in multiple tranches for
a period of five years. We believe these advantages will be of
significant benefit to Scilex and our shareholders as we continue
to execute on our business plan,” said Jaisim Shah, Chief Executive
Officer of Scilex.
Scilex Holding Company and Vickers Vantage Corp. I (Nasdaq:
VCKA) (“VCKA”), a special purpose acquisition company sponsored by
Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan)
Pte Ltd, entered into a definitive business combination agreement
("BCA") on March 17, 2022. Upon the closing of the
transaction, the combined company (the “Combined Company”) will be
renamed Scilex Holding Company, and its common stock is expected to
be listed on Nasdaq under the ticker symbol “SCLX”. The boards of
directors of each of VCKA, Scilex and Sorrento have unanimously
approved the proposed transaction. The closing of the transaction,
which is expected to occur by the third quarter of 2022, is subject
to the approval of VCKA’s shareholders and the satisfaction or
waiver of certain other customary closing conditions.
A corporate presentation describing Scilex's development plans
can be found at www.scilexholding.com.
About Scilex Holding Company
Scilex Holding Company, a 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 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. 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
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’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, 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 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 Abivertinib, COVI-AMG™, COVISHIELD™,
COVI-MSC™ and COVIDROPS™; and diagnostic test solutions, including
COVITRACK™ and COVISTIX™.
Sorrento's commitment to life-enhancing
therapies for patients is also demonstrated by our effort to
advance a first-in-class (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 post-herpetic 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 top-line 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 December 2021. 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 VCKA. 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, VCKA intends to file relevant
materials with the SEC, including a registration statement on Form
S-4, which will include a document that serves as a prospectus and
proxy statement of VCKA, 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 VCKA
shareholders as of a record date for the meeting of VCKA
shareholders to be established for voting on the proposed business
combination. VCKA 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 VCKA are urged
to read these materials (including any amendments or supplements
thereto) and any other relevant documents in connection with the
transaction that VCKA files with the SEC when, and if, they become
available because they will contain important information about
VCKA, 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 VCKA through the website maintained by the SEC at
www.sec.gov.
Participants in the Solicitation
VCKA and its directors and executive officers may be deemed
participants in the solicitation of proxies from VCKA’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 VCKA 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 VCKA, 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 VCKA, Sorrento Therapeutics, Inc. 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 VCKA,
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 VCKA will file a registration
statement on Form S-4 with the SEC, which would include a
proxy statement/prospectus, 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™), if approved by the FDA; Scilex’s development and
commercialization plans; 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; and the timing of
execution of definitive agreements relating to the Facility, the
use of proceeds from the Facility and Scilex’s ability to access
capital thereunder. 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 VCKA and Scilex; VCKA’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; the risk that the results of Scilex’s Phase 3 pivotal
trial C.L.E.A.R. program for SP-102 may not be successful; risks
that the prior results of the clinical trials of SP-102 (SEMDEXA™)
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 VCKA’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 VCKA’s
shareholders and other risks and uncertainties indicated from time
to time and other risks set forth in Sorrento’s and VCKA’s filings
with the SEC. 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: Dorman FollowwillEmail:
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™, COVI-AMG™,
COVISHIELD™, COVIDROPS™, COVI-MSC™, COVITRACK™ and COVISTIX™ 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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