Scilex Holding Co

An option repricing resets underwater employee options to a lower strike, restoring management's upside while holders keep the losses that made the original strikes worthless - which is why Nasdaq forces a shareholder vote. That the request comes at all confirms the stock trades far below the levels at which those options were granted. Series A Preferred voting alongside common on quorum means preferred capital raised post-de-SPAC also has a say in approving it.

The trigger is stated plainly: on November 1, 2024 Nasdaq notified the company that for the preceding 30 consecutive business days the bid price for the common stock had closed below the $1.00 minimum required for continued listing. With 243,312,885 shares outstanding at the record date, the split ratio the board eventually chooses determines how small the post-split float becomes, and the adjournment proposal exists because reverse-split votes at retail-heavy companies routinely fail to reach quorum on the first attempt.

The record date is now stated as October 20, 2022, with Vickers ordinary shares last selling at $10.42 — above the approximately $10.40 per share the filing estimates a liquidating holder would receive on the trust balance at September 30, 2022, and above the $10.39 Nasdaq close of October 14 it also quotes. Ownership is unchanged: public shareholders about 5.6% of New Scilex at no redemptions and none if all 9,726,395 ordinary shares redeem, founders about 2.2%, Scilex stockholders 77.2% in common plus 15.0% in Series A preferred, and Sorrento roughly 92.1% to 97.1%.

The public is a rounding error in New Scilex: assuming no redemptions Vickers' public shareholders hold about 5.6%, the sponsors, officers, directors and other founder-share holders about 2.2%, and Scilex's stockholders 77.2% in common stock plus 15.0% in Series A preferred; if all 9,726,395 Vickers ordinary shares redeem the public owns none. Sorrento is expected to own roughly 92.1% to 97.1% of New Scilex, a Nasdaq controlled company. Trust held about $141.7 million at June 30, 2022, and liquidation was estimated at approximately $10.40 per share against a $10.39 close on October 14, 2022.

Those four registered lines and the ownership split hold unchanged through Amendments 6 and 7 — public shareholders about 5.6% of New Scilex at no redemptions and none if all 9,726,395 ordinary shares redeem, founders about 2.2%, Scilex stockholders 77.2% in common plus 15.0% in Series A preferred, and Sorrento roughly 92.1% to 97.1%, a Nasdaq controlled company. Trust held about $141.7 million at June 30, 2022 including $237,598 of accrued interest withdrawable for taxes, and liquidation is estimated at approximately $10.40 per share on the September 30, 2022 balance.

The ownership table differs materially from the later versions, which is the reason to cite a version. Here, assuming no redemptions, Vickers' public shareholders hold about 6.9%, founders about 2.4% and Scilex's stockholders about 90.7% as one figure — against 5.6%, 2.2% and 77.2% common plus 15.0% Series A preferred in Amendments 5 to 7. At full redemption of all 9,726,395 ordinary shares, founders hold about 2.6% and Scilex stockholders about 97.4%, and Sorrento is put at 90.5% to 97.2% rather than 92.1% to 97.1%. Liquidation was about $10.35 per share on August 31, 2022.

The target is a majority-owned subsidiary of Sorrento Therapeutics, Inc., so this is a carve-out listing of a controlled subsidiary rather than an ordinary private-company merger, and Sorrento's residual stake is the governance fact that follows the deal. Nothing about the meeting is decided at this version: the extraordinary general meeting is described as being held at a blank time on a blank date in 2022, at the offices of a blank address and a blank webcast link, while the filing notes that for Cayman Islands law the physical location still governs. No meeting date is recorded.

The target is not independent: Scilex is a majority-owned subsidiary of Sorrento Therapeutics, Inc., so the counterparty holding most of the consideration is a listed parent rather than a founder group. All Scilex common stock outstanding immediately prior to the Effective Time, other than shares held by Scilex or its subsidiaries and shares whose holders exercise dissenters' rights of appraisal, is cancelled in exchange for newly issued shares. Vickers is renamed Scilex Holding Company and the existing Scilex becomes Scilex, Inc. The meeting's date, time and place are left blank.

The target is not an independent private company: Scilex Holding Company is a majority-owned subsidiary of Sorrento Therapeutics, Inc., a public company, so this is the carve-out of a controlled subsidiary rather than a first listing, and Sorrento's residual interest survives the closing. The SPAC also takes the target's exact name, leaving the registrant and its subsidiary sharing an identity in the record. The meeting is entirely unscheduled — time, date, physical address and webcast link are blank — while Cayman Islands law still sites it at a physical location the filing does not state.

The target already carries the name the SPAC will take: Scilex Holding Company, a Delaware corporation, is a majority-owned subsidiary of Sorrento Therapeutics, Inc., and the domesticated Vickers will also be renamed Scilex Holding Company. Sorrento therefore stays above the business through its majority stake rather than selling out, and anyone tracing the entity by name after closing will find two companies that have carried it. The blank physical location still matters, because under Cayman Islands law the meeting has a legal situs even though it is held by webcast.

What changed: Scilex Holding Company, the Vickers Vantage Corp successor, entered a binding term sheet on July 3, 2026 with iHolding Group LLP of Almaty, Kazakhstan, contemplating that iHolding will purchase $100,000,000 of newly issued common stock at an expected $15.00 per share, about 6,666,667 shares. Completion is subject to due diligence, definitive agreements, board and stockholder approval and regulatory clearance, and the company warns there is no assurance the agreements will be signed or the investment consummated. Why it matters: A $100 million equity investment priced at a fixed $15.00 per share would be transformational for this company's balance sheet, and the fixed price means the investor takes the downside risk between signing and closing rather than repricing. The caution is the conditionality: completion turns on due diligence, definitive agreements, board and stockholder approval and regulatory clearance, and the company itself warns there is no assurance the agreements will be signed, so a former VCKA holder should treat this as an intention rather than committed capital.

What changed: Scilex Holding Company, successor to Vickers Vantage Corp. I, entered a binding term sheet on June 24, 2026 with Datavault AI Inc. to purchase 837 Bitcoin currently held by Datavault in a Biconomy digital wallet for $50 million. An initial payment of $30 million is contemplated, with the remaining $20 million payable in quarterly instalments beginning in the fourth quarter of 2026 and ending December 31, 2028. The purchase price may be paid in cash, in company common stock, in publicly traded securities of subsidiaries, or a combination, at the company's discretion. Why it matters: A pharmaceutical company is contracting to buy a fixed quantity of Bitcoin at a fixed dollar price payable over more than two years, which places the price risk on the buyer for the whole instalment period. The consideration may be settled in the company's own stock, so the eventual dilution is not determinable from this filing. A definitive agreement is still to be negotiated.

What changed: Item 5.07: Scilex Holding Company held its 2026 annual meeting on June 24, 2026. Represented virtually or by proxy were 29,057,097 shares of Series A preferred stock, 100% of that class outstanding, and 5,389,081 shares of common stock, approximately 63.5% of the 8,491,267 common shares outstanding, both measured as of the April 28, 2026 record date. The Series A holder voted together with common holders and not as a separate class, on an as-converted basis, for an aggregate of 848,106 votes. Why it matters: The capital structure is the story: a single Series A preferred holder representing 29,057,097 shares votes on an as-converted basis for 848,106 votes against 8,491,267 common shares outstanding, so the preferred carries roughly 9% of the combined vote while sitting ahead of common in any distribution. Common holders retain voting control at this meeting, but the small common share count points to a reverse split and the preferred overhang is the structural feature to track.