Scilex Holding Company signed a letter of intent to acquire Vickers Vantage Corp. I (NasdaqCM:VCKA) from Vickers Venture Fund VI L.P. and Vickers Venture Fund VI (Plan) Pte Ltd, managed by Vickers Venture Partners, Shaolin Capital Management LLC, Hudson Bay Capital Management LP and others in a reverse merger transaction on December 5, 2021. Scilex Holding Company entered into a definitive business combination agreement to acquire Vickers Vantage Corp. I from Vickers Venture Fund VI L.P. and Vickers Venture Fund VI (Plan) Pte Ltd, managed by Vickers Venture Partners and others for $1.5 billion in a reverse merger transaction on March 17, 2022. The combined is company expected to have a pro forma equity value post-money of approximately $1.64 billion, subject to potential adjustment, and with up to $140 million in expected gross proceeds before expenses, assuming no redemptions from VCKA's existing public shareholders, which would provide the current stockholders of Scilex an estimated ownership of approximately 88% of the outstanding shares of the combined company. As part of the transaction, Scilex's existing equity holders will roll 100% of their equity into the combined company. In connection with the transactions, VCKA's sponsors have agreed to cancel 40% of their private warrants if redemptions exceed 75%. Scilex Holding Company will become publicly traded through the merger with VCKA. Upon closing of the transaction, the combined company will be renamed Scilex Holding Company, and its common stock and warrants are expected to be listed on Nasdaq under the ticker symbols “SCLX” and “SCLXW”, respectively. The combined company might raise additional capital through a PIPE or other financing method as it might see fit for the business, although there are no specific plans for such an offering at this time. Available proceeds from the transaction are expected to fund commercialization plans for SP-102 (SEMDEXATM), if approved, along with potential Phase 3 and Phase 2 clinical development programs. Scilex also intends to pursue additional indications for SP-102 (SEMDEXATM) in the future. Scilex also plans to use the funding from the transaction to bolster the continued build out of the commercial team, enhance business development activities and support general corporate activities. The combined company will be led by Scilex's current management team, headed by Jaisim Shah, Chief Executive Officer. Prior to the closing of the transaction, VCKA will be redomesticated as a Delaware corporation.

Completion of the proposed transaction is subject to the negotiation of a definitive merger agreement; approval by VCKA'S and Scilex's boards of directors, satisfaction of the conditions negotiated in the proposed merger agreement, approval of the proposed transaction by VCKA'S shareholders, Vickers' initial listing application and additional listing application with The Nasdaq Stock Market LLC for New Scilex Shares issued in connection with the Merger having been approved and the satisfaction or waiver of certain other customary closing conditions. Transaction is also subject to the applicable waiting period under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and the rules and regulations promulgated thereunder relating to the Merger having been expired or been terminated, the registration statement and proxy statement/prospectus to be filed by Vickers relating to the Business Combination Agreement and the Business Combination becoming effective under the Securities Act of 1933, requisite approval of Scilex's stockholders. The boards of directors of each of VCKA, Scilex and Sorrento have unanimously approved the proposed transaction. The parties will look to seek approval from Vickers Vantage's shareholders in the first half of 2022. As of January 7, 2022, Vickers Vantage Corp. I announced that it has extended the time it has to consummate an initial business combination by an additional three months pursuant to the Company's Amended and Restated Memorandum and Articles of Association. Vickers Vantage now has until April 11, 2022 to consummate an initial business combination. If Vickers Vantage is unable to complete a business combination by such date it will then liquidate. As of April 10, 2022, Vickers Vantage Corp. I announced today that it has further extended the time it has to consummate an initial business combination by an additional three months pursuant to Vickers's Amended and Restated Memorandum and Articles of Association. on May 19, 2022, the waiting period under the HSR Act expired with respect to the Merger. The merger expected to close by the third quarter of 2022. Vickers now has until July 11, 2022, to consummate an initial business combination. A General Meeting will be held for the purpose of considering and voting upon special resolution to extend the date by which the Company must consummate an initial business combination from July 11, 2022 to August 11, 2022. As of June 30, 2022, the shareholders of Vickers approved to extend the date by which the Registrant has to consummate an initial business combination from July 11, 2022 to August 11, 2022. Shareholders of Vickers will hold a meeting on November 9, 2022 to approve the transaction. As of April 25, 2022, the closing of the transaction is expected to occur by the third quarter of 2022. As of November 9, 2022, Vickers Vantage Corp. I (NasdaqCM:VCKA) shareholders approved the transaction.

Jeffrey T. Hartlin and Samantha Eldredge of Paul Hastings LLP acted as legal advisor to Scilex Holding Company. Mitchell Nussbaum of Loeb & Loeb LLP acted as legal advisor to Vickers Vantage Corp. I. Continental Stock Transfer & Trust Company acted as transfer agent to Vantage Corp. I. Vickers has engaged Morrow Sodali LLC to assist in the solicitation of proxies. Vickers has agreed to pay Morrow Sodali LLC a fee of $27,500, plus disbursements