Vickers Vantage Corp. I Form 4 (Nov. 10, 2022)

Summary

A Form 4 filed by Sorrento Therapeutics, Inc. as a 10% owner of Vickers Vantage Corp. I [SCLX], reporting warrants to purchase common stock received on November 10, 2022. The table lists 2,796,704 warrants transferred by Vickers Venture Fund VI Pte Ltd and 307,296 by Vickers Venture Fund VI (Plan) Ltd, each with an $11.5 exercise price and expiring 11/10/2027, for 3,104,000 warrants in total. Footnotes state the transfers were made under a Warrant Transfer Agreement dated as of October 12, 2022, after over 90% of the public Vickers ordinary shares were redeemed in connection with the business combination. The agreement was consideration for a letter agreement under which the reporting person would fund a loan to Scilex Holding Company of up to $10,000,000. Jaisim Shah signed as Attorney-in-Fact on 11/15/2022.

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Full text

SEC Form 4

FORM 4 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 | OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB APPROVAL | OMB Number: 3235-0287 Estimated average burden hours per response: 0.5 | OMB Number: | 3235-0287 | Estimated average burden | hours per response: | 0.5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person * Sorrento Therapeutics, Inc. (Last) (First) (Middle) 4955 DIRECTORS PLACE (Street) SAN DIEGO CA 92121 (City) (State) (Zip) | Sorrento Therapeutics, Inc. | (Last) | (First) | (Middle) | 4955 DIRECTORS PLACE | SAN DIEGO | CA | 92121 | (City) | (State) | (Zip) | 2. Issuer Name and Ticker or Trading Symbol Vickers Vantage Corp. I [ SCLX ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below) | Director | X | 10% Owner | Officer (give title below) | Other (specify below)
3. Date of Earliest Transaction
 (Month/Day/Year) 11/10/2022
4. If Amendment, Date of Original Filed
 (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person | X | Form filed by One Reporting Person | Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr.
 3) | 2. Transaction Date
 (Month/Day/Year) | 2A. Deemed Execution Date, if any
 (Month/Day/Year) | 3. Transaction Code (Instr.
 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr.
 3, 4 and 5) | 5.
 Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 7. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | Amount | (A) or (D) | Price
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr.
 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date
 (Month/Day/Year) | 3A. Deemed Execution Date, if any
 (Month/Day/Year) | 4. Transaction Code (Instr.
 8) | 5.
 Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
 3, 4 and 5) | 6. Date Exercisable and Expiration Date
 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr.
 3 and 4) | 8. Price of Derivative Security (Instr.
 5) | 9.
 Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr.
 4) | 11. Nature of Indirect Beneficial Ownership (Instr.
 4)
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares
Warrant to Purchase Common Stock | $ 11.5 | 11/10/2022 | J (1) | 2,796,704 | 11/10/2022 | 11/10/2027 | Common Stock | 2,796,704 | (3) | 2,796,704 | D
Warrant to Purchase Common Stock | $ 11.5 | 11/10/2022 | J (2) | 307,296 | 11/10/2022 | 11/10/2027 | Common Stock | 307,296 | (3) | 3,104,000 | D
Explanation of Responses:
1. Reflects the assignment and transfer of the warrant to the Reporting Person by Vickers Venture Fund VI Pte Ltd ("Sponsor One") pursuant the Warrant Transfer Agreement (as described below).
2. Reflects the assignment and transfer of the warrant to the Reporting Person by Vickers Venture Fund VI (Plan) Ltd ("Sponsor Two" and together with Sponsor One, the "Sponsors") pursuant the Warrant Transfer Agreement (as described below).
3. Pursuant to the warrant transfer agreement, dated as of October 12, 2022 (the "Warrant Transfer Agreement"), by and among the Reporting Person, the Sponsors, Vickers Vantage Corp. I ("Vickers") and Maxim Group LLC, Sponsor One transferred 2,796,704 warrant an aggregate of 3,104,000 warrants to the Reporting Person as over 90% of the public Vickers ordinary shares outstanding as of March 17, 2022 were redeemed in connection with the business combination as further described in Vickers' final prospectus and definitive proxy statement, dated October 28, 2022 (the "Proxy Statement/Prospectus") and filed with the Securities and Exchange Commission. The Warrant Transfer Agreement was entered into as consideration for the Reporting Person entering into a letter agreement with Scilex Holding Company ("Scilex") pursuant to which the Reporting Party would fund a loan to Scilex upon its request in the maximum aggregate amount of $10,000,000, as further described in the Proxy Statement/Prospectus.
Remarks:
/s/ Jaisim Shah, as Attorney-in-Fact | 11/15/2022
** Signature of Reporting Person | Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction
 4

 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

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