0001193125-22-295370 | S-1 | XBRL Viewer | Scilex Holding Companyde

Commitments and contingencies (See Note 8)

35,700,000

35,400,000

Total liabilities

318,172,000

301,808,000

223,187,000

Stockholders' Deficit:

Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued or outstanding at September 30, 2022 and December 31, 2021

Common stock, $0.0001 par value, 350,000,000 shares authorized; 197,566,338 and 197,266,338 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

20,000

Additional paid-in capital

128,615,000

128,654,000

122,423,000

Accumulated deficit

(358,030,000)

(352,550,000)

(264,126,000)

Total stockholders' deficit

(229,395,000)

(223,876,000)

(141,683,000)

Total liabilities and stockholders' deficit

88,777,000

77,932,000

81,504,000

Prepaid expenses and other

Current assets:

130,788

4,536

Cash

34,961

507,921

30,511

Total current assets:

165,749

512,457

30,511

Deferred offering costs

168,973

Investments held in Trust Account – U.S. Treasury Securities Money Market Fund

101,293,086

139,410,739

Total assets

101,458,835

139,923,196

199,484

Current liabilities:

Total current liabilities:

809,292

208,704

180,760

Accounts payable and accrued expenses

809,292

208,704

Accrued offering costs

25,760

Advances from related party

30,000

Promissory note — related party

125,000

Convertible promissory notes — related party, net of discount

2,035,000

483,099

Conversion option liability

6,892

Simple promissory notes

2,971,667

Mandatorily redeemable ordinary shares liability

Deferred underwriting fee payable

1,162,800

3,351,600

5,190,000

Total liabilities

12,168,759

9,240,295

180,760

Commitments and contingencies (See Note 8)

Stockholders' Deficit:

Preferred stock, $0.0001 par value, 20,000,000 shares authorized; none issued or outstanding at September 30, 2022 and December 31, 2021

Common stock, $0.0001 par value, 350,000,000 shares authorized; 197,566,338 and 197,266,338 shares issued and outstanding at September 30, 2022 and December 31, 2021, respectively

345

^[1]

345

^[1]

Additional paid-in capital

24,655

Accumulated deficit

(12,003,355)

(8,697,444)

(6,276)

Ordinary shares subject to possible redemption 9,726,395 and 13,800,000 as of September 30, 2022 and December 31, 2021, respectively, at redemption value of $10.41 and $10.00, respectively, per share

101,293,086

139,380,000

Total stockholders' deficit

(12,003,010)

(8,697,099)

18,724

Total liabilities and stockholders' deficit

$ 101,458,835

$ 139,923,196

$ 199,484

[1]

At December 31, 2020, includes an aggregate of up to 450,000 ordinary shares that are subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised (see Note 6). On January 6, 2021, the Company effected a share capitalization of 0.2 shares for each share outstanding, resulting in 3,450,000 ordinary shares issued and outstanding (see Note 6). All share and per share amounts have been retroactively restated to reflect the share capitalization. As a result of the underwriters’ full exercise of their overallotment option on January 11, 2021, no shares were forfeited.

Condensed Consolidated Balance Sheets (Parentheticals) - $ / shares		12 Months Ended
	Jan. 11, 2021	Dec. 31, 2020	Sep. 30, 2022	Dec. 31, 2021	Jan. 06, 2021
Preference shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, authorized		20,000,000	20,000,000	20,000,000
Preference shares, shares issued		0	0	0
Preference shares, shares outstanding		0	0	0
Common stock, par value			$ 0.0001	$ 0.0001
Common stock, shares authorized		350,000,000	350,000,000	350,000,000
Common Stock, Shares, Issued		197,266,338	197,566,338	197,266,338
Common Stock, Shares, Outstanding		197,266,338	197,566,338	197,266,338
Ordinary shares redemption subjected to forfeiture		450,000
Common Class A [Member]
Common stock, par value		$ 0.0001		$ 0.0001
Common stock, shares authorized		350,000,000		350,000,000
Common Stock, Shares, Issued		197,266,338		197,266,338
Common Stock, Shares, Outstanding		197,266,338
Vickers Vantage [Member]
Subject to possible redemption shares		0	9,726,395	13,800,000
Ordinary shares subject to possible redemption per share (in Dollars per share)			$ 10.41	$ 10
Preference shares, par value (in Dollars per share)		$ 0.0001	$ 0.0001	$ 0.0001
Preference shares, authorized		1,000,000	1,000,000	1,000,000
Preference shares, shares issued		0	0	0
Preference shares, shares outstanding		0	0	0
Common stock, par value		$ 0.0001	$ 0.0001	$ 0.0001
Common stock, shares authorized		200,000,000	200,000,000	200,000,000
Common Stock, Shares, Issued		3,450,000	3,450,000	3,450,000	3,450,000
Common Stock, Shares, Outstanding		3,450,000	3,450,000	3,450,000	3,450,000
Subject to possible redemption per shares (in Dollars per share)				$ 10.1
Shares capitalization					$ 0.2
Vickers Vantage [Member] \| Over-Allotment Option [Member]
Ordinary shares redemption subjected to forfeiture	0	450,000

Unaudited Condensed Consolidated Statements of Operations - USD ($)

3 Months Ended

9 Months Ended

10 Months Ended

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Net revenue

$ 26,115,000

$ 23,054,000

$ 31,317,000

$ 23,560,000

$ 21,033,000

Operating costs and expenses:

Cost of revenue

6,284,000

2,549,000

3,634,000

2,149,000

5,802,000

Research and development

6,457,000

7,031,000

9,201,000

9,961,000

10,216,000

Acquired in-process research and development

75,301,000

Selling, general and administrative

41,371,000

36,092,000

50,582,000

42,970,000

64,696,000

Intangible amortization

2,896,000

2,803,000

3,738,000

3,713,000

Total operating costs and expenses

57,008,000

48,475,000

67,155,000

58,818,000

159,728,000

Loss from operations

(30,893,000)

(25,421,000)

(35,838,000)

(35,258,000)

(138,695,000)

Other income (expense):

Gain on derivative liability

(5,300,000)

(100,000)

300,000

(800,000)

23,300,000

(Gain) loss on debt extinguishment, net

(28,634,000)

12,463,000

Scilex Pharma Notes principal increase

28,000,000

Interest expense

(8,596,000)

(8,617,000)

(11,764,000)

(13,116,000)

(16,889,000)

Interest income

(460,000)

(Gain) loss on foreign currency exchange

(39,000)

48,000

54,000

(2,000)

168,000

Total other (income) expense

(25,377,000)

21,028,000

52,581,000

12,314,000

39,897,000

Loss before income taxes

(5,516,000)

(46,449,000)

(88,419,000)

(47,572,000)

(178,592,000)

Income tax (benefit) expense

(36,400)

10,000

5,000

(53,000)

2,000

Net loss

$ (5,480,000)

$ (46,459,000)

$ (88,424,000)

$ (47,519,000)

$ (178,594,000)

Basic net (loss) income per share, ordinary shares (in Dollars per share)

$ (0.03)

$ (0.24)

$ (0.45)

$ (0.24)

$ (0.95)

Diluted net (loss) income per share, ordinary shares (in Dollars per share)

$ (0.03)

$ (0.24)

$ (0.45)

$ (0.24)

$ (0.95)

Weighted average shares outstanding, ordinary shares (in Shares) , Basic

197,550

197,266

197,315

187,524

Weighted average shares outstanding, ordinary shares (in Shares) , diluted

197,550

197,266

197,315

187,524

Total operating costs and expenses

Operating costs and expenses:

$ 657,746

$ 283,346

$ 2,412,297

$ 620,642

$ 6,276

$ 1,005,498

Loss from operations

(657,746)

(283,346)

(2,412,297)

(620,642)

(6,276)

(1,005,498)

Other income (expense):

Change in fair value of warrants

4,377,600

Change in fair value of warrant liability

68,400

(1,162,800)

2,188,800

2,872,800

4,377,600

Loss on initial issuance of private warrants

(2,599,200)

Transaction costs allocated to warrant liabilities

(30,212)

Change in fair value of conversion option liability

6,892

11,835

Interest on mandatorily redeemable ordinary shares liability

192,049

Income earned on investments held in Trust Account

459,114

1,794

664,973

28,006

30,739

Interest expense

(1,155)

(16,901)

(1,826)

Total other (income) expense

526,359

(1,161,006)

3,035,813

271,394

1,788,935

Net loss

$ (131,387)

$ (1,444,352)

$ 623,516

$ (349,248)

$ (6,276)

$ 783,438

Basic net (loss) income per share, ordinary shares (in Dollars per share)

$ (0.01)

$ (0.08)

$ 0.04

$ (0.02)

$ 0

$ 0.05

Diluted net (loss) income per share, ordinary shares (in Dollars per share)

$ (0.01)

$ (0.08)

$ 0.04

$ (0.02)

$ 0

$ 0.05

Weighted average shares outstanding, ordinary shares (in Shares) , Basic

13,176,395

17,250,000

15,862,288

16,675,824

3,000,000

^[1]

16,820,548

^[1]

Weighted average shares outstanding, ordinary shares (in Shares) , diluted

13,176,395

17,250,000

15,862,288

16,675,824

3,000,000

16,834,110

[1]	At December 31, 2020, excludes an aggregate of up to 450,000 ordinary shares that were subject to forfeiture.

Unaudited Condensed Consolidated Statements of Operations (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Weighted average shares outstanding, ordinary shares (in Shares) , diluted			197,550	197,266		197,266	197,315	187,524
Diluted net (loss) income per share, ordinary shares (in Dollars per share)			$ (0.03)	$ (0.24)		$ (0.45)	$ (0.24)	$ (0.95)
Ordinary shares redemption subjected to forfeiture							450,000
Vickers Vantage [Member]
Weighted average shares outstanding, ordinary shares (in Shares) , diluted	13,176,395	17,250,000	15,862,288	16,675,824	3,000,000	16,834,110
Diluted net (loss) income per share, ordinary shares (in Dollars per share)	$ (0.01)	$ (0.08)	$ 0.04	$ (0.02)	$ 0	$ 0.05

The amount of net income (loss) for the period available to each share of common stock or common unit outstanding during the reporting period and to each share or unit that would have been outstanding assuming the issuance of common shares or units for all dilutive potential common shares or units outstanding during the reporting period.

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Description of Organization and Business Operations [Line Items]

Unaudited Condensed Consolidated Statements of Changes in Shareholders' Equity (Deficit) - USD ($)	Total	Vickers Vantage [Member]	Ordinary Shares	Ordinary Shares Vickers Vantage [Member]	Additional Paid-in Capital	Additional Paid-in Capital Vickers Vantage [Member]	Accumulated Deficit	Accumulated Deficit Vickers Vantage [Member]
Balance at Dec. 31, 2018	$ 35,464,000		$ 15,000		$ 73,462,000		$ (38,013,000)
Balance (in Shares) at Dec. 31, 2018			150,270,000
Net loss	(178,594,000)						(178,594,000)
Shares issued related to Semnur Acquisition , shares			47,040,000
Shares issued related to Semnur Acquisition	54,591,000		$ 5,000		54,586,000
Distribution to Sorrento	(5,800,000)				(5,800,000)
Stock-based compensation	$ 4,330,000				4,330,000
Stock options excercised , shares	0
Balance at Dec. 31, 2019	$ (90,009,000)		$ 20,000		126,578,000		(216,607,000)
Balance (in Shares) at Dec. 31, 2019			197,310,000
Net loss	(47,519,000)						(47,519,000)
Distribution to Sorrento	(9,600,000)				(9,600,000)
Stock-based compensation	$ 5,395,000				5,395,000
Stock options excercised , shares	56,000		56,000
Stock options excercised	$ 50,000				50,000
Cancellation of shares held in escrow related to Semnur Acquisition , shares			(100,000)
Balance at Dec. 31, 2020	(141,683,000)	$ 18,724	$ 20,000	$ 345	122,423,000	$ 24,655	(264,126,000)	$ (6,276)
Balance (in Shares) at Dec. 31, 2020			197,266,000	3,450,000
Balance at Feb. 20, 2020
Balance (in Shares) at Feb. 20, 2020
Net loss		(6,276)						(6,276)
Distribution to Sorrento
Distribution to Sorrento , shares				1
Cancellation of ordinary shares
Cancellation of ordinary shares (in Shares)				(1)
Issuance of ordinary shares to Sponsor		25,000		345		24,655
Issuance of ordinary shares to Sponsor (in Shares)				$ 3,450,000
Balance at Dec. 31, 2020	(141,683,000)	$ 18,724	$ 20,000	$ 345	122,423,000	$ 24,655	(264,126,000)	$ (6,276)
Balance (in Shares) at Dec. 31, 2020			197,266,000	3,450,000
Accretion of Ordinary shares subject to possible redemption amount		(9,499,261)		$ 0		(24,665)		(9,474,606)
Net loss		1,328,853		0		0		1,328,853
Balance at Mar. 31, 2021		(8,151,684)		$ 345		0		(8,152,029)
Balance (in Shares) at Mar. 31, 2021				3,450,000
Balance at Dec. 31, 2020	(141,683,000)	18,724	$ 20,000	$ 345	122,423,000	24,655	(264,126,000)	(6,276)
Balance (in Shares) at Dec. 31, 2020			197,266,000	3,450,000
Net loss	(46,459,000)	(349,248)					(46,459,000)
Stock-based compensation	4,368,000		$ 0		4,368,000		0
Adjustment to shares issued in Semnur Acquisition	409,000				409,000
Balance at Sep. 30, 2021	(183,365,000)	(9,829,785)	$ 20,000	$ 345	127,200,000	0	(310,585,000)	(9,830,130)
Balance (in Shares) at Sep. 30, 2021			197,266,000	3,450,000
Balance at Dec. 31, 2020	(141,683,000)	18,724	$ 20,000	$ 345	122,423,000	24,655	(264,126,000)	(6,276)
Balance (in Shares) at Dec. 31, 2020			197,266,000	3,450,000
Accretion of Ordinary shares subject to possible redemption amount		(9,499,261)				(24,655)		(9,474,606)
Net loss	(88,424,000)	783,438					(88,424,000)	783,438
Stock-based compensation	$ 5,822,000				5,822,000
Stock options excercised , shares	0
Adjustment to shares issued in Semnur Acquisition	$ 409,000				409,000
Balance at Dec. 31, 2021	(223,876,000)	(8,697,099)	$ 20,000	$ 345	128,654,000	0	(352,550,000)	(8,697,444)
Balance (in Shares) at Dec. 31, 2021			197,266,000	3,450,000
Balance at Mar. 31, 2021		(8,151,684)		$ 345		0		(8,152,029)
Balance (in Shares) at Mar. 31, 2021				3,450,000
Net loss		(233,749)		$ 0		0		(233,749)
Balance at Jun. 30, 2021		(8,385,433)		$ 345		0		(8,385,778)
Balance (in Shares) at Jun. 30, 2021				3,450,000
Net loss		(1,444,352)		$ 0		0		(1,444,352)
Balance at Sep. 30, 2021	(183,365,000)	(9,829,785)	$ 20,000	$ 345	127,200,000	0	(310,585,000)	(9,830,130)
Balance (in Shares) at Sep. 30, 2021			197,266,000	3,450,000
Balance at Dec. 31, 2021	(223,876,000)	(8,697,099)	$ 20,000	$ 345	128,654,000	0	(352,550,000)	(8,697,444)
Balance (in Shares) at Dec. 31, 2021			197,266,000	3,450,000
Accretion of Ordinary shares subject to possible redemption amount		(1,035,000)		$ 0		0		(1,035,000)
Net loss		(806,222)		0		0		(806,222)
Balance at Mar. 31, 2022		(10,538,321)		$ 345		0		(10,538,666)
Balance (in Shares) at Mar. 31, 2022				3,450,000
Balance at Dec. 31, 2021	(223,876,000)	(8,697,099)	$ 20,000	$ 345	128,654,000	0	(352,550,000)	(8,697,444)
Balance (in Shares) at Dec. 31, 2021			197,266,000	3,450,000
Net loss	(5,480,000)	623,516					(5,480,000)
Stock-based compensation	4,027,000				4,027,000
Stock options excercised , shares			300,000
Stock options excercised	96,000		$ 0		96,000		0
Aardvark SP-104 license transfer from Sorrento, net of discount	(4,127,000)				(4,127,000)
Aardvark SP-104 discount amortization	(35,000)				(35,000)
Balance at Sep. 30, 2022	(229,395,000)	(12,003,010)	$ 20,000	$ 345	128,615,000	0	(358,030,000)	(12,003,355)
Balance (in Shares) at Sep. 30, 2022			197,566,000	3,450,000
Balance at Mar. 31, 2022		(10,538,321)		$ 345		0		(10,538,666)
Balance (in Shares) at Mar. 31, 2022				3,450,000
Mandatorily redeemable ordinary shares		(192,049)		$ 0		0		(192,049)
Accretion of Ordinary shares subject to possible redemption amount		(1,595,486)		0		0		(1,595,486)
Net loss		1,561,125		0		0		1,561,125
Balance at Jun. 30, 2022		(10,764,731)		$ 345		0		(10,765,076)
Balance (in Shares) at Jun. 30, 2022				3,450,000
Accretion of Ordinary shares subject to possible redemption amount		(1,106,892)		$ 0		0		(1,106,892)
Net loss		(131,387)		0		0		(131,387)
Balance at Sep. 30, 2022	$ (229,395,000)	$ (12,003,010)	$ 20,000	$ 345	$ 128,615,000	$ 0	$ (358,030,000)	$ (12,003,355)
Balance (in Shares) at Sep. 30, 2022			197,566,000	3,450,000

Unaudited Condensed Consolidated Statements of Cash Flows - USD ($)	9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Operating activities
Net loss	$ (5,480,000)	$ (46,459,000)		$ (88,424,000)	$ (47,519,000)	$ (178,594,000)
Adjustments to reconcile net loss to net cash used for operating activities:
Depreciation and amortization	2,926,000	2,832,000		3,779,000	3,777,000	3,750,000
Amortization of debt issuance costs and debt discount	3,108,000	5,904,000		7,909,000	10,664,000	15,033,000
Payment on the Scilex Pharma Notes attributed to accreted interest related to the debt discount	(21,190,000)	(11,813,000)		(12,487,000)	(10,866,000)	0
(Gain) loss on debt extinguishment, net	(28,634,000)	12,463,000		12,463,000	0	0
Non-cash operating lease cost	351,000	276,000		372,000	825,000	528,000
Stock-based compensation	4,027,000	4,368,000		5,822,000	5,395,000	4,330,000
Gain on derivative liability	(5,300,000)	(100,000)		300,000	(800,000)	23,300,000
Scilex Pharma Notes principal increase				28,000,000	0	0
Semnur-related IPR&D				0	0	75,301,000
Changes in operating assets and liabilities:
Inventory	1,629,000	186,000		(1,417,000)	2,379,000	(1,116,000)
Accounts receivables, net	(3,206,000)	517,000		(1,142,000)	(598,000)	(12,356,000)
Prepaid expenses and other	(3,478,000)	(1,647,000)		1,479,000	(1,035,000)	(1,307,000)
Long-term deposits	385,000	0		0	2,580,000	(88,000)
Accounts payable	2,967,000	(2,784,000)		(3,836,000)	(4,062,000)	4,271,000
Increase (Decrease) in Employee Related Liabilities	(2,307,000)	360,000		(21,000)	1,247,000	1,131,000
Accrued expenses	12,403,000	(522,000)		409,000	2,051,000	3,689,000
Increase (Decrease) in Other Current Liabilities	(255,000)	(53,000)		(80,000)	(604,000)	(147,000)
Related party payable	21,521,000	13,765,000		18,210,000	5,105,000	1,854,000
Net cash used for operating activities	(20,533,000)	(22,707,000)		(28,664,000)	(31,461,000)	(60,421,000)
Investing activities
Purchase of property, plant, and equipment	(7,000)			0	(25,000)	(584,000)
Acquisition consideration paid in cash for Romeg intangible asset acquisition	(2,060,000)	0
Acquisition of Semnur, net of cash acquired				0	0	(17,040,000)
Net cash used for investing activities	(2,067,000)	0			(25,000)	(17,624,000)
Financing activities
Repayment of principal on the Scilex Pharma Notes	(84,808,000)	(32,376,000)		(33,387,000)	(58,927,000)	(2,334,000)
Repayment on other loans	(18,800,000)	(36,900,000)		(48,832,000)	0	0
Proceeds from other loans	9,857,000	34,799,000		47,832,000	11,007,000	0
Proceeds from stock options exercised	96,000			0	50,000	0
Proceeds from related party payable	51,900,000	45,050,000		47,850,000	18,400,000	0
Proceeds from related party note payable	62,500,000	11,500,000		14,700,000	10,300,000	21,628,000
Repayment of related party note payable				0	0	(3,518,000)
Net cash provided by financing activities	20,745,000	22,073,000		28,163,000	(19,170,000)	15,776,000
Net change in cash and cash equivalents	(1,855,000)	(634,000)		(501,000)	(50,656,000)	(62,269,000)
Cash and cash equivalents at beginning of period	4,338,000	4,839,000		4,839,000	55,495,000	117,764,000
Cash and cash equivalents at end of period	2,483,000	4,205,000	$ 4,839,000	4,338,000	4,839,000	55,495,000
Supplemental disclosures of non-cash investing and financing activities
Deferred consideration for Romeg intangible asset acquisition	3,650,000	0
Non-cash consideration in Semnur acquisition	0	409,000		409,000	0	54,591,000
Other loan forgiveness	0	1,536,000		1,536,000	0	0
Promissory Note issued to Sorrento in exchange for the SP-104 license, net of discount	4,162,000	0
Fair value adjustment to derivative liability in troubled debt restructuring	30,400,000	0
Live Action right-of-use asset in Palo Alto	320,000	0
Semnur acquisition costs incurred but not paid in accounts payable				0	0	601,000
Non-cash distribution to Sorrento				0	9,600,000	5,800,000
Scilex Pharma Notes principal increase				28,000,000	0	0
Reconciliation of cash, cash equivalents and restricted cash within the Company's balance sheet
Cash and cash equivalents	2,483,000		4,839,000	4,338,000	4,839,000	10,295,000
Restricted cash			0	0	0	$ 45,200,000
Vickers Vantage [Member]
Operating activities
Net loss	623,516	(349,248)	(6,276)	783,438
Adjustments to reconcile net loss to net cash used for operating activities:
Formation cost paid through advances from affiliate of Sponsor			5,000
Amortization of debt issuance costs and debt discount	0			16,901
Income earned on investments held in Trust Account	(664,973)	(28,006)		(30,739)
Interest on mandatorily redeemable ordinary shares liability	(192,049)	0
Change in fair value of warrant liability	(2,188,800)	(2,872,800)		(4,377,600)
Loss on initial issuance of private warrants	0	2,599,200		2,599,200
Change in fair value of conversion option liability	(6,892)	0		(11,835)
Amortization of debt discount	16,901	0		1,826
Transaction costs allocated to warrant liabilities	0	30,212		30,212
Changes in operating assets and liabilities:
Prepaid expenses	(126,252)	(116,536)		(4,536)
Accounts payable and accrued expenses	600,588	43,569		208,704
Net cash used for operating activities	(1,937,961)	(693,609)	(1,276)	(801,330)
Investing activities
Investment of cash in Trust Account	(3,041,666)	(139,380,000)		(139,380,000)
Cash withdrawn from Trust Account in connection with redemption	41,824,292	0
Net cash used for investing activities	38,782,626	(139,380,000)		(139,380,000)
Financing activities
Proceeds from other loans	1,535,000	0		500,000
Proceeds from related party payable	0	25,000	25,000	25,000
Proceeds from sale of Units, net of underwriting discounts paid	0	135,600,000		135,600,000
Proceeds from sale of Private Placement Warrants	0	5,130,000		5,130,000
Repayment of advances from related party	0	(55,000)		(55,000)
Proceeds from simple promissory note – related party	2,971,667	0
Repayment of promissory note – related party	0	(125,000)
Proceeds from promissory note – related party			125,000
Repayment of promissory note – related party				(125,000)
Payment of offering costs	0	(416,260)	(118,213)	(416,260)
Redemption of ordinary shares	(41,824,292)	0
Net cash provided by financing activities	(37,317,625)	140,158,740	31,787	140,658,740
Net change in cash and cash equivalents	(472,960)	85,131	30,511	477,410
Cash and cash equivalents at beginning of period	507,921	30,511	0	30,511
Cash and cash equivalents at end of period	34,961	115,642	30,511	507,921	$ 30,511
Supplemental disclosures of non-cash investing and financing activities
Deferred underwriting fee payable	$ 0	$ 5,190,000		5,190,000
Offering costs included in accrued offering costs			25,760
Offering costs paid through promissory note – related party			$ 25,000

Description of Organization and Business Operations

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

1.	Nature of Operations and Basis of Presentation

Organization and Principal Activities

Scilex Holding Company (“Scilex Holding” (now known as Scilex, Inc.) and together with its wholly owned subsidiaries, the “Company”) was incorporated in Delaware in February 2019 and is a majority-owned subsidiary of Sorrento Therapeutics, Inc. (Nasdaq: SRNE, “Sorrento”). The Company is a commercial biopharmaceutical company focused on acquiring, developing and commercializing

non-opioid

management products for the treatment of acute and chronic pain. The Company launched its first commercial product in October 2018, ZTlido (lidocaine topical system) 1.8% (“ZTlido”), a prescription lidocaine topical system that is designed with novel technology to address the limitations of current prescription lidocaine therapies by providing significantly improved adhesion and continuous pain relief throughout the

12-hour

administration period. The Company

in-licensed

the exclusive right to commercialize GLOPERBA (colchicine USP) oral solution, an

FDA-approved

prophylactic treatment for painful gout flares in adults, in the U.S. (see Note 2). The Company is planning to commercialize GLOPERBA in 2023. The Company is currently developing three product candidates,

SP-102

(10 mg, dexamethasone sodium phosphate viscous gel), a Phase 3, novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica

(“SP-102”

or “SEMDEXA”) and

SP-103

(lidocaine topical system) 5.4%

(“SP-103”),

for the treatment of acute low back pain, and

SP-104

(4.5 mg,

low-dose

naltrexone hydrochloride delayed-release capsules)

(“SP-104”),

a novel formulation for the treatment of

fibromyalgia.

On March 18, 2019, the Company entered into a Contribution and Loan Agreement with Sorrento and the holders of the outstanding shares of capital stock of Scilex Pharmaceuticals Inc. (“Scilex Pharma”) pursuant to which the Company acquired

100

% of the outstanding shares of capital stock of Scilex Pharma in exchange for shares of the Company’s common stock (the “Contribution”), which was accounted for as a reorganization of entities under common control. Pursuant to the Contribution and Loan Agreement, Sorrento provided the Company with a loan with an initial principal amount of $

16.5

million in the form of a note payable, which was used by the Company to fund the acquisition of Semnur Pharmaceuticals, Inc. (“Semnur”). Concurrently therewith, the Company entered into an Agreement and Plan of Merger with Semnur, Sigma Merger Sub, Inc., the Company’s prior wholly-owned subsidiary (“Merger Sub”), Fortis Advisors LLC, solely as representative of the holders of Semnur equity (the “Semnur Equityholders’ Representative”), and Sorrento, for limited purposes (the “Merger Agreement”), which was accounted for as an asset acquisition. Pursuant to the Merger Agreement, Merger Sub merged with and into Semnur (the “Merger of Semnur”), with Semnur surviving as the Company’s wholly-owned subsidiary. As a result of the Contribution and the Merger of Semnur, Scilex Pharma and Semnur became wholly-owned subsidiaries of the Company. Upon completion of the Contribution and the Merger of Semnur, the historical consolidated financial statements of Scilex Pharma became the historical consolidated financial statements of

Scilex Holding.

Since inception, the Company had devoted substantially all of its efforts to the product development of

SP-102

and

SP-103

and the commercialization of ZTlido.

Business Combination

On March

17, 2022, the Company entered into an Agreement and Plan of Merger (as amended on September 12, 2022, the “BCA”) with Vickers Vantage Corp. I (“Vickers”), a special purpose acquisition

company, and

Vantage Merger Sub, Inc., a wholly-owned subsidiary of Vickers (“Vickers Merger Sub”). Pursuant to the terms of the BCA, Vickers Merger Sub merged with and into the Company, with the Company surviving the merger (“Legacy Scilex”) and becoming a wholly-owned subsidiary of Vickers (collectively, the “Business Combination”).

On November

2022

, Vickers consummated the Business Combination pursuant to the terms of the BCA. Vickers acquired all of the outstanding equity interests of Legacy Scilex. As a result of the Business Combination, New Scilex (as defined below) received gross proceeds of approximately $

12.0

million, prior to the settlement of transaction-related costs and expenses. Additionally, all existing related party indebtedness between the Company, Scilex Pharma, and Sorrento totaling $

290.6

million was converted into equity interests in Vickers in connection with the consummation of the Business Combination and pursuant to the terms of the Debt Exchange Agreement (see Note

10)

. In connection with the Business Combination (as more fully described in the notes to these financial statements), Scilex Holding Company was renamed to Scilex, Inc. These financial statements are those of Scilex Holding Company (now known as Scilex, Inc.) prior to the completion of such Business Combination. Additionally, in connection with the completion of the Business Combination, Vickers was renamed to, and will operate as, “Scilex Holding Company” and the Company began trading on the Nasdaq Capital Market under the new ticker symbol “SCLX” on November

2022

. Scilex Holding Company following the completion of the Business Combination is sometimes referred to herein as “New Scilex.”

The Business Combination will be accounted for as a reverse recapitalization in accordance with U.S. GAAP. Under this method of accounting, Vickers is treated as the “acquired” company for accounting purposes and the Business Combination is treated as the equivalent of the Company issuing stock for the net assets of Vickers, accompanied by a recapitalization. The net assets of Vickers are stated at historical cost, with

goodwill or other intangible assets recorded.

The Company’s legal, accounting and other fees directly attributable to the Business Combination were capitalized within prepaid expenses and other current assets on the consolidated balance sheets. As of September

2022

, the Company had capitalized $

7.3

million of costs incurred in relation to the Business Combination. There were

capitalized costs in relation to the Business Combination as of December

2021

Basis of Presentation

The accompanying

financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended December

2021

. Operating results for quarter periods are not expected to be indicative of operating results for the Company’s

2022

fiscal year, or any subsequent period.

Use of Estimates

The preparation of these consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of these consolidated financial statements and the reported amounts of expenses during the reporting period. Management believes that these estimates are reasonable; however, actual results may differ from these estimates.

Significant Accounting Policies

During the

nine

months ended September

2022

, there have been

changes to the Company`s significant accounting policies as described in the notes to the audited financial statements for the years ended December

2021

and

2020

included in the proxy statement/prospectus filed by Vickers with the SEC on October

2022

beginning on page

F-48

thereof.

Segments

Operating segments

are identified as components of an entity where separate discrete financial information is available for evaluation by the chief operating decision maker in making decisions on how to allocate resources and assesses performance. The Company has determined that its chief operating decision maker is its Chief Executive Officer, as he is responsible for making decisions regarding the allocation of resources and assessing performance as well as for strategic operational decisions. The Company is engaged primarily in the development of

non-opioid

products focused on pain management based on its platform technologies and all sales are based in the United States. Accordingly, the Company has determined that it operates its business as a single reportable segment.

1.	Nature of Operations and Basis of Presentation

Organization and Principal Activities

Scilex Holding Company (“Scilex Holding” and together with its wholly owned subsidiaries,

the

“Company”) was incorporated in

Delaware in February 2019 and is a majority-owned subsidiary of Sorrento Therapeutics, Inc. (“Sorrento”). The Company is a commercial-stage,

non-opioid

pain management company focused on the development and commercialization of topical and injectable therapies. The Company launched its first commercial product in October 2018, ZTlido (lidocaine topical system) 1.8% (“ZTlido”), a prescription lidocaine topical system that is designed with novel technology to address the limitations of current prescription lidocaine therapies by providing significantly improved adhesion and continuous pain relief throughout the

12-hour

administration period. The Company is currently developing two product candidates,

SP-102

(10 mg, dexamethasone sodium phosphate viscous gel), a Phase 3, novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica

(“SP-102”),

and

SP-103

(lidocaine topical system) 5.4%

(“SP-103”),

for the treatment of acute low back pain.

On March

18, 2019, the Company entered into a Contribution and Loan Agreement with Sorrento and the holders of the outstanding shares of capital stock of Scilex Pharmaceuticals Inc. (“Scilex Pharma”) pursuant to which the Company acquired 100% of the outstanding shares of capital stock of Scilex Pharma in exchange for shares of the Company’s common stock (the “Contribution”), which was accounted for as a reorganization of entities under common control. Pursuant to the Contribution and Loan Agreement, Sorrento provided the Company with a loan with an initial principal amount of $16.5 million

in the form of a note payable, which was used by the Company to fund the acquisition of Semnur Pharmaceuticals, Inc. (“Semnur”). Concurrently therewith, the Company entered into an Agreement and Plan of Merger with Semnur, Sigma Merger Sub, Inc., the Company’s prior wholly owned subsidiary (“Merger Sub”), Fortis Advisors LLC, solely as representative of the holders of Semnur equity (the “Semnur Equityholders’ Representative”), and Sorrento, for limited purposes (the “Merger Agreement”), which was accounted for as an asset acquisition. Pursuant to the Merger Agreement, Merger Sub merged with and into Semnur (the “Merger”), with Semnur surviving as the Company’s wholly owned subsidiary. As a result of the Contribution and the Merger, Scilex Pharma and Semnur became wholly owned subsidiaries of the Company. Upon completion of the Contribution and the Merger, the historical consolidated financial statements of Scilex Pharma became the historical consolidated financial statements of Scilex Holding.

Since inception, the Company had devoted substantially all of its efforts to the product development of

-102

and

SP-103

and the commercialization of ZTlido.

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and include all adjustments necessary for the fair presentation of the Company’s financial position for the periods presented.

The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Description of Organization and Business Operations [Line Items]

DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

NOTE 1. DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

Vickers Vantage Corp. I (the “Company”) is a blank check company incorporated as a Cayman Islands exempted company on February 21, 2020. The Company was 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 (a “Business Combination”).

The Company has one wholly owned subsidiary which was formed on February 2, 2022, Vantage Merger Sub Inc., a Delaware corporation.

The Company is not limited to a particular industry or sector for purposes of consummating a Business Combination. The Company is an early stage and emerging growth company and, as such, the Company is subject to all of the risks associated with early stage and emerging growth companies.

As of September 30, 2022, the Company had not commenced any operations. All activity for the period from February 21, 2020 (inception) through September 30, 2022 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination and in connection therewith entering into the Merger Agreement, which is described below in Note 6. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering.

The registration statement for the Company’s Initial Public Offering was declared effective on January 6, 2021. On January 11, 2021 the Company consummated the Initial Public Offering of 13,800,000 Units (the “Units” and, with respect to the ordinary shares included in the Units sold, the “Public Shares”), which includes the full exercise by the underwriter of its over-allotment option in the amount of 1,800,000 Units, at $10.00 per Unit, generating gross proceeds of $138,000,000 which is described in Note 3.

Simultaneously with the closing of the Initial Public Offering, the Company consummated the sale of 6,840,000 warrants (the “Private Placement Warrants”) at a price of $0.75 per Private Placement Warrant in a private placement to Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd, (the “Sponsor”), generating gross proceeds of $5,130,000, which is described in Note 4.

Transaction costs amounted to $8,149,473, consisting of $2,400,000 in cash underwriting fees, $5,190,000 in deferred underwriting fees, and $559,473 of other offering costs

Following the closing of the Initial Public Offering on January 11, 2021, an amount of $139,380,000 ($10.10 per Unit) from the net proceeds of the sale of the Units in the Initial Public Offering and the sale of the Private Placement Warrants was placed in a trust account (the “Trust Account”), and invested in U.S. government securities, within the meaning set forth in Section 2(a)(16) of the Investment Company Act, with a maturity of 185 days or less, or in any open-ended investment company that holds itself out as a money market fund investing solely in U.S. Treasuries and meeting certain conditions under Rule

2a-7

of the Investment Company Act, as determined by the Company, until the earliest of: (i) the completion of a Business Combination and (ii) the distribution of the funds in the Trust Account to the Company’s shareholders, as described below.

On January 10, 2022, the Company extended the period of time to consummate a Business Combination from January 11, 2022 to April 11, 2022. On April 11, 2022, the Company extended the period of time to consummate a Business Combination to July 11, 2022. On July 11, 2022, the Company extended the period of time to

consummate a Business Combination to August 11, 2022 and without another shareholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to five times by an additional one month each time after, upon five days’ advance notice prior to the applicable deadlines, until January 11, 2023. As of the date of this filing, the Company has extended the period of time to consummate a Business Combination to November 11, 2022. In connection with the extensions, the Sponsors deposited an aggregate of $3,365,554 into the trust account in the form of a

non-interest-bearing

loans as of the date of this filing. The Company will have until November 11, 2022 to consummate a Business Combination. As a result, an aggregate of $101,293,086 as of September 30, 2022 is held in the Trust Account.

The Company’s management has broad discretion with respect to the specific application of the net proceeds of the Initial Public Offering and the sale of the Private Placement Warrants, although substantially all of the net proceeds are intended to be applied generally toward consummating a Business Combination. The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (anticipated to be $10.38 per Public Share as of the date of this filing), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The

per-share

amount to be distributed to the Public Shareholders who properly redeem their shares will not be reduced by the deferred underwriting commissions the Company will pay to the underwriters (as discussed in Note 6).

The Company will proceed with a Business Combination only if the Company has net tangible assets of at least $5,000,001 and, if the Company seeks shareholder approval, it receives an ordinary resolution under Cayman Islands law approving a Business Combination, which requires the affirmative vote of a majority of the shareholders who attend and vote at a general meeting of the Company. If a shareholder vote is not required and the Company does not decide to hold a shareholder vote for business or other legal reasons, the Company will, pursuant to its Amended and Restated Memorandum and Articles of Association, conduct the redemptions pursuant to the tender offer rules of the Securities and Exchange Commission (“SEC”), and file tender offer documents containing substantially the same information as would be included in a proxy statement with the SEC prior to completing a Business Combination. If the Company seeks shareholder approval in connection with a Business Combination, the Company’s Sponsors have agreed to vote its Founder Shares (as defined in Note 5) and any Public Shares purchased during or after the Initial Public Offering in favor of approving a Business Combination. Additionally, each Public Shareholder may elect to redeem their Public Shares, without voting, and if they do vote, irrespective of whether they vote for or against a proposed Business Combination.

Notwithstanding the foregoing, if the Company seeks shareholder approval of the Business Combination and the Company does not conduct redemptions pursuant to the tender offer rules, a Public Shareholder, together with any affiliate of such shareholder or any other person with whom such shareholder is acting in concert or as a “group” (as defined under Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”)), will be restricted from redeeming its shares with respect to more than an aggregate of 20% of the Public Shares without the Company’s prior written consent.

The Sponsors have agreed (a) to waive their redemption rights with respect to any Founder Shares and Public Shares held by them in connection with the completion of a Business Combination and (b) not to propose an amendment to the Amended and Restated Memorandum and Articles of Association (i) to modify the substance or timing of the Company’s obligation to allow redemption in connection with the Company’s initial Business Combination or to redeem 100% of the Public Shares if the Company does not complete a Business Combination within the Combination Period (as defined below) or (ii) with respect to any other provision relating to shareholders’ rights or

pre-initial

business combination activity, unless the Company provides the Public Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares.

If the Company has not completed a Business Combination within the Combination Period and shareholders do not further extend such period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a

per-share

price, payable in cash, equal to the aggregate amount then on deposit in the Trust Account, including interest (less up to $50,000 of interest to pay dissolution expenses and which interest shall be net of taxes payable), divided by the number of then issued and outstanding Public Shares, which redemption will completely extinguish the rights of the Public Shareholders as shareholders (including the right to receive further liquidating distributions, if any), and (iii) as promptly as reasonably possible following such redemption, subject to the approval of the Company’s remaining Public Shareholders and its Board of Directors, liquidate and dissolve, subject in each case to the Company’s obligations under Cayman Islands law to provide for claims of creditors and the requirements of other applicable law. There will be no redemption rights or liquidating distributions with respect to the Company’s warrants, which will expire worthless if the Company fails to complete a Business Combination within the Combination Period.

The Sponsors have agreed to waive their rights to liquidating distributions from the Trust Account with respect to the Founder Shares if the Company fails to complete a Business Combination within the Combination Period. However, if the Sponsors or any of their respective affiliates acquire Public Shares, such Public Shares will be entitled to liquidating distributions from the Trust Account if the Company fails to complete a Business Combination within the Combination Period. The underwriters have agreed to waive their rights to their deferred underwriting commission (see Note 6) held in the Trust Account in the event the Company does not complete a Business Combination within the Combination Period, and in such event, such amounts will be included with the other funds held in the Trust Account that will be available to fund the redemption of the Public Shares. In the event of such distribution, it is possible that the per share value of the assets remaining available for distribution will be less than the amount of funds deposited into the Trust Account ($10.38 per share).

Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

On June 30, 2022, the Company held an extraordinary general meeting of its shareholders (the “Meeting”), to amend the Company’s Amended and Restated Memorandum and Articles of Association (the “Extension Amendment”) to (i) extend the date by which the Company has to consummate an initial business combination from July 11, 2022 (the “Original Termination Date”) to August 11, 2022 (the “Extended Date”) and (ii) allow the Company without another shareholder vote, to elect to extend the date to consummate a business combination on a monthly basis for up to five times by an additional one month each time after the Extended Date, upon five days’ advance notice prior to the applicable deadlines, until January 11, 2023 or a total of up to nine months after the Original Termination Date (the “Extension Proposal”). The Company’s shareholders approved the Extension Amendment at the Meeting. On July 5, 2022, the Company filed the Extension Amendment with the Cayman Islands Registrar of Companies.

In connection with its solicitation of proxies in connection with the Extension Proposal, the Company was required to permit its public shareholders to redeem their ordinary shares. Of the 13,800,000 ordinary shares outstanding with redemption rights, the holders of 4,073,605 ordinary shares elected to redeem their shares at a per share redemption price of $10.25. As a result, approximately $41.8 million was removed from the Trust Account to pay such holders and approximately $99.8 million remained in the Trust Account. Following the redemptions, the Company has 9,726,395 ordinary shares with redemption rights outstanding and the Company will deposit $323,888 (or approximately $0.0333 per ordinary share that remains outstanding) for each calendar month, or portion thereof, that is needed by the Company to complete an initial business combination from July 11, 2022.

The Company has deposited an aggregate of $1,295,556 into the Trust Account to extend the date to consummate a business combination to November 11, 2022 (the “Combination Period”).

Going Concern and Liquidity

As of September 30, 2022, the Company had $34,961 in its operating bank accounts, and working capital deficit of $643,543. As of September 30, 2022, approximately $696,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

If the Company is unable to raise additional capital, it may be required to take additional measures to conserve liquidity, which could include, but not necessarily be limited to, suspending the pursuit of a Business Combination. The Company cannot provide any assurance that new financing will be available to it on commercially acceptable terms, if at all.

As a result of the above, in connection with the Company’s assessment of going concern considerations in accordance with Financial Accounting Standard Board’s Accounting Standards Codification Subtopic

205-40,

“Presentation of Financial Statements – Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through November 11, 2022 (extension date), the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These condensed consolidated financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

NOTE 1 — DESCRIPTION OF ORGANIZATION AND BUSINESS OPERATIONS

As of December 31, 2021, the Company had not commenced any operations. All activity for the period from February 21, 2020 (inception) through December 31, 2021 relates to the Company’s formation and the initial public offering (“Initial Public Offering”), which is described below, and, subsequent to the Initial Public Offering, identifying a target company for a Business Combination. The Company will not generate any operating revenues until after the completion of a Business Combination, at the earliest. The Company will generate

non-operating

income in the form of interest income from the proceeds derived from the Initial Public Offering. The Company has selected December 31 as its fiscal year end.

Transaction costs amounted to $8,149,473, consisting of $2,400,000 in cash underwriting fees, $5,190,000 in deferred underwriting fees, and $559,473 of other offering costs.

Rule 2a-7

(less any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.

The Company will provide the holders of the public shares (the “Public Shareholders”) with the opportunity to redeem all or a portion of their public shares upon the completion of the Business Combination, either (i) in connection with a general meeting called to approve the Business Combination or (ii) by means of a tender offer. The decision as to whether the Company will seek shareholder approval of a Business Combination or conduct a tender offer will be made by the Company, solely in its discretion. The Public Shareholders will be entitled to redeem their Public Shares, equal to the aggregate amount then on deposit in the Trust Account, calculated as of two business days prior to the consummation of the Business Combination (initially anticipated to be $10.10 per Public Share), including interest (which interest shall be net of taxes payable), divided by the number of then issued and outstanding public shares, subject to certain limitations as described in the prospectus. The

per-share

pre-initial

business combination activity, unless the Company provides the Public

Shareholders with the opportunity to redeem their Public Shares upon approval of any such amendment at a

per-share

On January 10, 2022, the Company extended the period of time to consummate a Business Combination from January 11, 2022 to April 11, 2022. In connection with the extension, the Sponsors deposited $1,035,000 into the trust account in the form of a

non-interest

bearing loan. The Company will have until April 11, 2022 to consummate a Business Combination. However, if the Company anticipates that it may not be able to consummate a Business Combination by April 11, 2022, the Company may extend the period of time to consummate a Business Combination by an additional three months (until July 11, 2022 to complete a Business Combination (the “Combination Period”). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliate or designees must deposit into the Trust Account $1,035,000 ($0.075 per Public Share), on or prior to the date of the applicable deadline, for the three-month extension.

If the Company has not completed a Business Combination within the Combination Period, the Company will (i) cease all operations except for the purpose of winding up, (ii) as promptly as reasonably possible but not more than ten business days thereafter, redeem 100% of the Public Shares, at a

per-share

In order to protect the amounts held in the Trust Account, the Sponsors have agreed that it will be liable to the Company if and to the extent any claims by a third party (other than the Company’s independent registered public accounting firm) for services rendered or products sold to the Company, or a prospective target business with which the Company has discussed entering into a transaction agreement, reduce the amount of funds in the Trust Account to below (1) $10.10 per Public Share or (2) such lesser amount per Public Share held in the Trust Account as of the date of the liquidation of the Trust Account due to reductions in the value of trust assets, in each case net of the interest which may be withdrawn to pay taxes, except as to any claims by a third party who

executed a waiver of any and all rights to seek access to the Trust Account and except as to any claims under the Company’s indemnity of the underwriters of the Initial Public Offering against certain liabilities, including liabilities under the Securities Act of 1933, as amended (the “Securities Act”). In the event that an executed waiver is deemed to be unenforceable against a third party, the Sponsors will not be responsible to the extent of any liability for such third-party claims. The Company will seek to reduce the possibility that the Sponsors will have to indemnify the Trust Account due to claims of creditors by endeavoring to have all vendors, service providers (other than the Company’s independent registered public accounting firm), prospective target businesses or other entities with which the Company does business, execute agreements with the Company waiving any right, title, interest or claim of any kind in or to monies held in the Trust Account.

Going Concern and Liquidity

As of December 31, 2021, the Company had $507,921 in its operating bank accounts, and working capital of $303,753. As of December 31, 2021, approximately $31,000 of the amount on deposit in the Trust Account represented interest income, which is available to pay the Company’s tax obligations.

2014-15,

“Disclosures of Uncertainties about an Entity’s Ability to Continue as a Going Concern,” management has determined that the liquidity condition and date for mandatory liquidation and dissolution raise substantial doubt about the Company’s ability to continue as a going concern through July 11, 2022 (extension date), the scheduled liquidation date of the Company if it does not complete a Business Combination prior to such date. These financial statements do not include any adjustments relating to the recovery of the recorded assets or the classification of the liabilities that might be necessary should the Company be unable to continue as a going concern.

Summary of Significant Accounting Policies

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies (Details) [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

3.	Significant Accounting Policies

Use of Estimates

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by periodically evaluating the credit quality of its primary financial institution. Although the balance at times may exceed federally-insured limits, the Company has not experienced any losses on such accounts.

Fair Value of Financial Instruments

The Company follows accounting guidance on fair value measurements for financial instruments measured on a recurring basis, as well as for certain assets and liabilities that are initially recorded at their estimated fair values. Fair value is defined as the exit price, or the amount that would be received from selling an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. The Company uses the following three-level hierarchy that maximizes the use of observable inputs and minimizes the use of unobservable inputs to value its financial instruments:

Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

Level 3: Significant unobservable inputs which are supported by little or no market activity and that are financial instruments whose values are determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant judgment or estimation.

Financial instruments measured at fair value are classified in their entirety based on the lowest level of input that is significant to the fair value measurement. The Company’s assessment of the significance of a particular input to the fair value measurement in its entirety requires it to make judgments and consider factors specific to the asset or liability. The use of different assumptions and/or estimation methodologies may have a material effect on estimated fair values. Accordingly, the fair value estimates disclosed or initial amounts recorded may not be indicative of the amount that the Company or holders of the instruments could realize in a current market exchange.

As of December 31, 2021 and 2020, the carrying amount of cash equivalents approximates their fair value based upon quoted market prices. Certain of the Company’s financial instruments are not measured at fair value on a recurring basis, but are recorded at amounts that approximate their fair value due to their liquid or short-term nature, such as cash, prepaid expenses, accounts receivable, and accounts payable.

Accounts Receivable, Net

Accounts receivable are presented net of allowances for expected credit losses and consist of trade receivables from product sales to one customer, which are generally unsecured. Estimated credit losses related to trade accounts receivable are recorded as general and administrative expenses and as an allowance for expected credit losses within accounts receivable, net. The Company reviews reserves and makes adjustments based on historical experience and known collectability issues and disputes. When internal collection efforts on accounts have been exhausted, the accounts are written off by reducing the allowance for expected credit losses.

Inventory

The Company determines inventory cost on a

first-in,

first-out

basis. The Company reduces the carrying value of inventories to a lower of cost or net realizable value for those items that are potentially excess, obsolete or slow-moving. The Company reserves for excess and obsolete inventory based upon historical experience, sales trends, and specific categories of inventory and expiration dates for

on-hand

inventory. As of December 31, 2021 and 2020, the Company’s inventory was primarily comprised of finished goods.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and equipment is computed using the straight-line method over the estimated useful lives of the assets, which are generally five to seven years. Leasehold improvements are amortized over the lesser of their estimated useful lives or the term of the respective lease on a straight-line basis. The cost of repairs and maintenance is expensed as incurred.

Goodwill and Other Long-Lived Assets

Goodwill, which has an indefinite life, represents the excess cost over fair value of net assets acquired. Goodwill is reviewed for impairment at least annually during the fourth quarter, or more frequently if events occur indicating the potential for impairment. The Company has determined that only one reporting unit exists for examination under impairment review. During its goodwill impairment review, the Company may assess qualitative factors to determine whether it is more likely than not that the fair value of its reporting unit is less than its carrying amount, including goodwill. The qualitative factors include, but are not limited to, macroeconomic conditions, industry and market considerations, and the overall financial performance of the Company. If, after assessing the totality of these qualitative factors, the Company determines that it is not more likely than not that the fair value of its reporting unit is less than its carrying amount, then no additional assessment is deemed necessary. Otherwise, the Company performs a quantitative goodwill impairment test. The Company may also elect to bypass the qualitative assessment in a period and elect to proceed to perform the quantitative goodwill impairment test.

The Company evaluates its long-lived and intangible assets with definite lives, such as property and equipment, patent rights, and acquired technology, for impairment by considering competition by products prescribed for the same indication, the likelihood and estimated future entry of

non-generic

and generic competition with the same or similar indication and other related factors. The factors that drive the estimate of useful life are often uncertain and are reviewed on a periodic basis or when events occur that warrant review. Recoverability is measured by comparison of the assets’ book value to future net undiscounted cash flows that the assets are expected to generate to determine if a write-down to the recoverable amount is appropriate. If such assets are written down, an impairment will be recognized as the amount by which the book value of the asset group exceeds the recoverable amount.

Debt

The Company may enter financing arrangements, the terms of which involve significant assumptions and estimates. This involves estimating future net product sales, determining interest expense, determining the amortization period of the debt discount, as well as determining the classification between current and long-term portions. In estimating future net product sales, the Company assesses prevailing market conditions using various external market data against the Company’s anticipated sales and planned commercial activities as well as actual ZTlido sales up to the date the financial statements were issued. See Note 8 for discussion of the Scilex Pharma Notes, which include repayments based on a percentage of net sales of ZTlido. Consequently, the Company imputes interest on the carrying value of the debt and records interest expense using an imputed effective interest rate. The Company reassesses the expected payments each reporting period and accounts for any changes through an adjustment to the effective interest rate on a prospective basis, with a corresponding impact to the classification of the Company’s current and long-term portions.

Research and Development Costs

The Company expenses the cost of research and development as incurred. Research and development expenses are comprised of costs incurred in performing research and development activities, including clinical trial costs, manufacturing costs for both clinical and preclinical materials as well as other contracted services, license fees and other external costs. Nonrefundable advance payments for goods and services that will be used

in future research and development activities are expensed when the activity is performed or when the goods have been received, rather than when payment is made, in accordance with Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) Topic 730,

Research and Development

Acquired

In-Process

Research and Development Expense

The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates. The

up-front

payments to acquire a new drug compound or drug delivery device, as well as future milestone payments associated with asset acquisitions that do not meet the definition of a derivative and are deemed probable to achieve the milestones, are immediately expensed as acquired

in-process

research and development provided that the drug has not achieved regulatory approval for marketing and, absent obtaining such approval, have no alternative future use. Intangible assets acquired in a business combination that are used for

in-process

research and development (“IPR&D”) activities are considered indefinite-lived until the completion or abandonment of the associated research and development efforts. Upon commercialization of the relevant research and development project, the Company amortizes the acquired IPR&D over its estimated useful life. Capitalized IPR&D is reviewed annually for impairment or more frequently as changes in circumstance or the occurrence of events suggest that the remaining value may not be recoverable.

Income Taxes

The provisions of the FASB ASC Topic 740,

Income Taxes

, addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic

740-10,

the Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The Company has determined that it has uncertain tax positions.

The Company accounts for income taxes using the asset and liability method to compute the differences between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates.

The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not will be realized. As of December 31, 2021 and 2020, the Company maintained a full valuation allowance against its deferred tax assets, with the exception of an amount equal to its deferred tax liabilities that are scheduled to reverse against the Company’s deferred tax assets.

Leases

The Company determines if an arrangement is a lease at inception. Operating lease

right-of-use

(“ROU”) assets and liabilities are recognized at the commencement date based on the present value of lease payments over the lease term. As the Company’s leases do not provide an implicit rate, it uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The operating lease ROU asset also includes any lease payments made and is reduced by lease incentives. The Company’s lease terms may include options to extend or terminate the lease when it is reasonably certain that the Company will exercise that option. Lease expense for lease payments is recognized on a straight-line basis over the lease term in selling, general and administrative expenses.

Derivative Liabilities

Derivative liabilities are recorded on the Company’s consolidated balance sheets at their fair value on the date of issuance and are revalued on each balance sheet date until such instruments are exercised or expire, with changes in the fair value between reporting periods recorded as other income or expense.

Revenue Recognition

The Company’s revenue is generated from product sales within the United States. The Company does not have significant costs associated with costs to obtain a contract with its customer. All of the Company’s revenue and accounts receivable result from a sole customer.

Revenue from product sales is fully comprised of sales of ZTlido. The Company’s performance obligation with respect to sales of ZTlido is satisfied at a point in time, which transfers control upon delivery of product to the customer. The Company considers control to have transferred upon delivery because the customer has legal title to the product, physical possession of the product has been transferred to the customer, the customer has significant risks and rewards of ownership of the product, and the Company has a present right to payment at that time. Invoicing typically occurs upon shipment and the length of time between invoicing and when payment is due is not significant. The aggregate dollar value of unfulfilled orders as of December 31, 2021 and 2020 were not material.

For product sales, the Company records

gross-to-net

sales adjustments for commercial and government rebates, fees and chargebacks, wholesaler and distributor fees, sales returns and prompt payment discounts. Such variable consideration is estimated in the period of the sale and is estimated using a most likely amount approach based primarily upon provisions included in the Company’s customer contract, customary industry practices and current government regulations.

Gross-to-net

adjustments are generally recorded as contract liabilities under accrued expenses within the Company’s consolidated balance sheet.

Rebates

Rebates are discounts which the Company pays under either government or private health care programs. Government rebate programs include state Medicaid drug rebate programs, the Medicare coverage gap discount programs and the Tricare programs. Commercial rebate and fee programs relate to contractual agreements with commercial healthcare providers, under which the Company pays rebates and fees for access to and position on that provider’s patient drug formulary. Rebates and chargebacks paid under government programs are generally mandated under law, whereas private rebates and fees are generally contractually negotiated by the Company with commercial healthcare providers. Both types of rebates vary over time. The Company records a reduction to gross product sales at the time the customer takes title to the product based on estimates of expected rebate claims. The Company monitors the sales trends and adjust for these rebates on a regular basis to reflect the most recent rebate experience and contractual obligations.

Service Fees

The Company compensates its customer and others in the distribution chain for wholesaler and distribution services. The Company has determined such services received up to the date the financial statements were issued are not distinct from the Company’s sale of products to the customer and, therefore, these payments have been recorded as a reduction of revenue.

Product Returns

The Company is obligated to accept the return of products sold that are expiring within six months, damaged or do not meet certain specifications. The Company may authorize the return of products sold in accordance with the term of its sales contracts, and estimates allowances for such amounts at the time of sale. The Company estimates the amount of its product sales that may be returned by its customer and record this estimate as a reduction of revenue in the period the related product revenue is recognized.

Co-Payment

Assistance

Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive

co-payment

assistance. The Company accrues for

co-payment

assistance based on actual program participation and estimates of program redemption using data provided by third-party

administrators.

Customer Concentration Risk

During the fiscal years ended December

31, 2021, 2020 and 2019, sales to the Company’s sole distributor represented 100% of net revenue. This exposes the Company to concentration of customer risk. The Company monitors the financial condition of its sole customer, limits its credit exposure by setting credit limits, and has not experienced any credit losses for the years ended December 31, 2021, 2020 and 2019. As the Company continues to expand the commercialization of its product, the Company is not limited to the current customer and has the option of expanding its distribution network with additional distributors through establishing its own affiliates, by acquiring existing third-party business or product rights or by partnering with additional third parties.

Stock-Based Compensation

The Company accounts

for stock-based compensation in accordance with FASB ASC Topic 718,

Compensation

—

Stock Compensation

which establishes accounting for equity instruments exchanged for employee and consulting services. Under such provisions, stock-based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally the vesting period of the equity grant) or

non-employee’s

vesting period.

For purposes of determining

the inputs used in the calculation of stock-based compensation, the Company uses historical data in estimating the expected term of options and determines an estimate of option volatility based on an assessment of historical volatilities of comparable companies whose share prices are publicly available. The Company uses these estimates as inputs in the Black-Scholes option pricing model. Depending upon the number of stock options granted, any fluctuations in these calculations could have a material effect on the results presented in the Company’s consolidated statement of operations.

Net Loss per Share

Basic net loss

per share is computed by dividing net loss for the period by the weighted average number of shares of common stock outstanding during the period. Diluted net loss per share reflects the additional dilution from potential issuances of common stock, such as stock issuable pursuant to the exercise of stock options. The treasury stock method is used to calculate the potential dilutive effect of these common stock equivalents. Potentially dilutive shares are excluded from the computation of diluted net loss per share when their effect is anti-dilutive. In periods where a net loss is presented, all potentially dilutive securities are anti-dilutive and are excluded from the computation of diluted net loss per share.

Segments

Operating segments

non-opioid

Recent Accounting Pronouncements

In October

2021, the FASB issued ASU

2021-08,

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606. ASU

2021-08

is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is evaluating the impact the standard will have on its consolidated financial statements.

In December

2019, the FASB issued ASU

No. 2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

. The amendments in this update simplify the accounting for income taxes by removing certain exceptions to the general principles in ASC Topic 740. The amendments also improve consistent application of and simplify U.S. GAAP for other areas of ASC Topic 740 by clarifying and amending existing guidance. The amendments in this update were effective for interim and annual periods for the Company beginning after December 15, 2020. The Company adopted the standard on January 1, 2021. The adoption of the standard had no impact on its consolidated financial statements.

Summary of Significant Accounting Policies (Details) [Line Items]

SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and in accordance with the instructions to Form

10-Q

and Article 8 of Regulation

S-X

of the SEC. Certain information or footnote disclosures normally included in condensed financial statements prepared in accordance with GAAP have been condensed or omitted, pursuant to the rules and regulations of the SEC for interim financial reporting. Accordingly, they do not include all the information and footnotes necessary for a complete presentation of financial position, results of operations, or cash flows. In the opinion of management, the accompanying unaudited condensed consolidated financial statements include all adjustments, consisting of a normal recurring nature, which are necessary for a fair presentation of the financial position, operating results and cash flows for the periods presented.

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-K

as filed with the SEC on February 24, 2022. The interim results for the three and nine months ended September 30, 2022 are not necessarily indicative of the results to be expected for the year ending December 31, 2022 or for any future periods.

Principles of Consolidation

The accompanying unaudited condensed consolidated financial statements include the accounts of the Company and its wholly owned subsidiary. All significant intercompany balances and transactions have been eliminated in consolidation.

Emerging Growth Company

The Company is an “emerging growth company,” as defined in Section 2(a) of the Securities Act, as modified by the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”), and it may take advantage of certain exemptions from various reporting requirements that are applicable to other public companies that are not emerging growth companies including, but not limited to, not being required to comply with the independent registered public accounting firm attestation requirements of Section 404 of the Sarbanes-Oxley Act, reduced

disclosure obligations regarding executive compensation in its periodic reports and proxy statements, and exemptions from the requirements of holding a nonbinding advisory vote on executive compensation and shareholder approval of any golden parachute payments not previously approved.

Further, Section 102(b)(1) of the JOBS Act exempts emerging growth companies from being required to comply with new or revised financial accounting standards until private companies (that is, those that have not had a Securities Act registration statement declared effective or do not have a class of securities registered under the Exchange Act) are required to comply with the new or revised financial accounting standards. The JOBS Act provides that a company can elect to opt out of the extended transition period and comply with the requirements that apply to

non-emerging

growth companies but any such election to opt out is irrevocable. The Company has elected not to opt out of such extended transition period which means that when a standard is issued or revised and it has different application dates for public or private companies, the Company, as an emerging growth company, can adopt the new or revised standard at the time private companies adopt the new or revised standard. This may make comparison of the Company’s financial statement with another public company which is neither an emerging growth company nor an emerging growth company which has opted out of using the extended transition period difficult or impossible because of the potential differences in accounting standards used.

Use of Estimates

The preparation of the condensed consolidated financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the condensed consolidated financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the condensed consolidated financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these condensed consolidated financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information because available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

The Company considers all short-term investments with an original maturity of three months or less when purchased to be cash equivalents. The Company did not have any cash equivalents as of September 30, 2022 and December 31, 2021.

Investments Held in Trust Account

At September 30, 2022 and December 31, 2021, the majority of the assets held in the Trust Account were held in money market funds, which are invested primarily in U.S. Treasury securities. The Company presents its investments in money market funds on the condensed consolidated balance sheets at fair value at the end of each reporting period. Gains and losses resulting from the change in fair value of these securities is included in interest income in the accompanying unaudited condensed consolidated statements of operations. The estimated fair value of investments held in the Trust Account are determined using available market information.

Offering Costs

Offering costs consist of legal, accounting, underwriting fees and other costs incurred through the balance sheet date that are directly related to the Initial Public Offering. Offering costs were allocated to the separable financial instruments issued in the Initial Public Offering based on a relative fair value basis, compared to total proceeds received. Offering costs allocated to warrant liabilities were expensed as incurred in the statements of operations. Offering costs associated with the ordinary shares issued were initially charged to temporary equity and then accreted to ordinary shares subject to redemption upon the completion of the Initial Public Offering. Offering costs amounting to $8,119,261 were charged to temporary equity upon the completion of the Initial Public Offering, and $30,212 of the offering costs were related to the warrant liabilities and charged to the condensed consolidated statement of operations for the period ended September 30, 2021. The Company classifies deferred underwriting commissions as

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Ordinary Shares Subject to Possible Redemption

The Company accounts for its ordinary shares subject to possible redemption in accordance with the guidance in Accounting Standards Codification (“ASC”) Topic 480 “Distinguishing Liabilities from Equity.” Ordinary shares subject to mandatory redemption is classified as a liability instrument and is measured at fair value. Conditionally redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at September 30, 2022 and December 31, 2021, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ deficit section of the Company’s condensed consolidated balance sheets.

Under ASC

480-10-S99,

the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	138,000,000
Less:
Ordinary shares issuance costs		(8,119,261	)
Plus:
Accretion of carrying value to redemption value		9,499,261

Ordinary shares subject to possible redemption as of December 31, 2021		139,380,000
Less:
Mandatorily redeemable ordinary shares		(41,824,292	)
Plus:
Accretion of carrying value to redemption value		3,737,378

Ordinary shares subject to possible redemption as of September 30, 2022	$	101,293,086

Warrant Liability

The Company accounts for warrants as either equity-classified or liability-classified instruments based on an assessment of the warrant’s specific terms and applicable authoritative guidance in Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 480, Distinguishing Liabilities from Equity (“ASC 480”) and ASC 815, Derivatives and Hedging (“ASC 815”). The assessment considers whether the warrants are freestanding financial instruments pursuant to ASC 480, meet the definition of a liability pursuant to ASC 480, and whether the warrants meet all of the requirements for equity classification under ASC 815, including whether the warrants are indexed to the Company’s own ordinary shares, among other conditions for equity classification. This assessment, which requires the use of professional judgment, is conducted at the time of warrant issuance and as of each subsequent quarterly period end date while the warrants are outstanding. We account for the warrants issued in connection with our Initial Public Offering in accordance with the guidance contained in ASC 815 under which the public warrants meet the criteria for equity treatment and the private warrants do not meet the criteria for equity treatment and must be recorded as liabilities. Accordingly, we classify the private warrants as liabilities at their fair value and adjust the private warrants to fair value at each reporting period. This liability is subject to

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statement of operations. The fair value of the warrants was estimated using a Black-Scholes option pricing formula.

Income Taxes

The Company accounts for income taxes under ASC Topic 740, “Income Taxes,” which prescribes a recognition threshold and a measurement attribute for the financial statement recognition and measurement of tax positions taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of September 30, 2022 and December 31, 2021, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

The Company is considered to be an exempted Cayman Islands company with no connection to any other taxable jurisdiction and is presently not subject to income taxes or income tax filing requirements in the Cayman Islands or the United States. As such, the Company’s tax provision was zero for the periods presented.

Net Income (Loss) per Ordinary Share

The Company complies with accounting and disclosure requirements of FASB ASC Topic 260, “Earnings Per Share”. Net income (loss) per ordinary share is computed by dividing net income (loss) by the weighted average number of ordinary shares outstanding for the period. Accretion associated with the redeemable shares of ordinary shares is excluded from earnings per share as the redemption value approximates fair value. Mandatorily redeemable ordinary shares are excluded from the weighted average number of ordinary shares outstanding.

other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company. As a result, diluted net income (loss) per ordinary share is the same as basic net income (loss) per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022		2021
	Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	(131,387	)	$	(1,444,352	)	$	623,516	$	(349,248	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,176,395			17,250,000			15,862,288		16,675,824

Basic and diluted net income (loss) per ordinary share	$	(0.01	)	$	(0.08	)	$	0.04	$	(0.02	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Deposit Insurance Corporation coverage limit of $250,000. As of September 30, 2022 and December 31, 2021, the Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying condensed consolidated balance sheets, primarily due to their short-term nature, other than the derivative warrant liability and conversion option liability (Note 9).

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

which simplifies accounting for convertible instruments by removing major separation models required under current GAAP. The ASU also removes certain settlement conditions that are required for equity-linked contracts to qualify for the derivative scope exception, and it simplifies the diluted earnings per share calculation in certain areas. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s condensed consolidated financial statements.

Management does not believe that any other recently issued, but not yet effective,

accounting

standard if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

NOTE 2 — SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

The accompanying financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“U.S. GAAP”) and pursuant to the rules and regulations of the SEC.

Emerging Growth Company

non-emerging

Use of Estimates

The preparation of the financial statements in conformity with GAAP requires the Company’s management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information because available and accordingly, the actual results could differ significantly from those estimates.

Offering Costs

Ordinary Shares Subject to Possible Redemption

redeemable ordinary shares (including ordinary shares that features redemption rights that is either within the control of the holder or subject to redemption upon the occurrence of uncertain events not solely within the Company’s control) is classified as temporary equity. At all other times, ordinary shares are classified as shareholders’ equity. The Company’s ordinary shares, sold in the IPO, features certain redemption rights that are considered to be outside of the Company’s control and subject to occurrence of uncertain future events. Accordingly, at December 31, 2021 and 2020, ordinary shares subject to possible redemption is presented as temporary equity, outside of the shareholders’ (deficit) equity section of the Company’s balance sheets.

Under ASC

480-10-S99,

the Company has elected to recognize changes in the redemption value immediately as they occur and adjust the carrying value of redeemable ordinary shares subject to possible redemption to equal the redemption value at the end of each reporting period. This method would view the end of the reporting period as if it were also the redemption date for the security. Immediately upon the closing of the Initial Public Offering, the Company recognized the accretion from initial book value to redemption amount value. The change in the carrying value of redeemable ordinary shares resulted in charges against additional

paid-in

capital and accumulated deficit.

At December 31, 2021, the ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	138,000,000
Less:
Ordinary shares issuance costs	$	(8,119,261	)
Plus:
Accretion of carrying value to redemption value	$	9,499,261

Ordinary shares subject to possible redemption	$	139,380,000

Warrant Liability

re-measurement

at each balance sheet date until exercised, and any change in fair value is recognized in our statements of operations. The fair value of the warrants was estimated using a Black-Scholes option pricing formula.

Income Taxes

taken or expected to be taken in a tax return. For those benefits to be recognized, a tax position must be more likely than not to be sustained upon examination by taxing authorities. The Company’s management determined that the Cayman Islands is the Company’s major tax jurisdiction. The Company recognizes accrued interest and penalties related to unrecognized tax benefits as income tax expense. As of December 31, 2021 and 2020, there were no unrecognized tax benefits and no amounts accrued for interest and penalties. The Company is currently not aware of any issues under review that could result in significant payments, accruals or material deviation from its position.

Net income (Loss) per Ordinary Share

The calculation of diluted income (loss) per share does not consider the effect of the warrants issued in connection with the (i) Initial Public Offering, and (ii) the private placement since the exercise of the warrants is contingent upon the occurrence of future events. The warrants are exercisable to purchase 13,740,000 ordinary shares in the aggregate. As of December 31, 2021 and 2020, the Company did not have any dilutive securities or other contracts that could, potentially, be exercised or converted into ordinary shares and then share in the earnings of the Company, except for the 450,000 founder shares in December 31, 2021 which are no longer forfeitable and thus included for dilutive purposes. As a result, diluted net loss per ordinary share is the same as basic net loss per ordinary share for the periods presented.

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):


	Year Ended December 31, 2021		For the Period from February 21, 2020 (Inception) Through December 31, 2020
	Ordinary Shares		Ordinary Shares
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	783,438	$	(6,276	)
Denominator:
Basic weighted average ordinary shares outstanding		16,820,548		3,000,000

Basic net income (loss) per ordinary share	$	0.05	$	(0.00	)

Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	783,438	$	(6,276	)
Denominator:
Diluted weighted average ordinary shares outstanding		16,834,110		3,000,000

Diluted net income (loss) per ordinary share	$	0.05	$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than the derivative warrant liability.

Recent Accounting Standards

Management does not believe that any other recently issued, but not yet effective, accounting pronouncements, if currently adopted, would have a material effect on the Company’s condensed financial statements. In August 2020, the FASB issued Accounting Standards Update (“ASU”)

No. 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

2020-06

is effective for fiscal years beginning after December 15, 2023,

including interim periods within those fiscal years, with early adoption permitted. Management is currently evaluating the new guidance but does not expect the adoption of this guidance to have a material impact on the Company’s condensed financial statements.

Management does not believe that any other recently issued, but not yet effective, accounting standard if currently adopted would have a material effect on the accompanying condensed financial statements.

Liquidity and Going Concern

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Liquidity And Going Concern [Abstract]

Liquidity and Going Concern

2.	Liquidity and Going Concern

The accompanying

consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has assessed the Company’s ability to continue as a going concern for at least

one

year after the date the financial statements are issued.

As of September

2022

, the Company’s negative working capital was $

219.6

million, including cash and cash equivalents of approximately $

2.5

million. During the

nine

months ended September

2022

, the Company had operating losses of $

30.9

million and cash flows used for operations of $

20.5

million. The Company had an accumulated deficit of approximately $

358.0

million as of September

2022

September 2022

, the Company exercised the Early Paydown Provision to fully extinguish the Scilex Pharma Notes (see Note

. In

August 2022

and

September 2022

, the Company made principal payments towards the outstanding Scilex Pharma Notes totaling $

41.4

million. Pursuant to Amendment

, a principal balance of $

28.0

million was forgiven by the Scilex Pharma Note Purchasers (see Note

upon the Company’s exercise of the Early Paydown Provision. The Company funded the principal payments with

cash-on

hand and $

34.0

million received from Sorrento on September

2022

(see Note

10)

On September

2022

, the Company and Scilex Pharma entered into a Debt Exchange Agreement with Sorrento, pursuant to which all related party payables and related party note payables that remain outstanding as of immediately prior to, and contingent upon, the closing of the Business Combination were contributed by Sorrento to the Company in exchange for the issuance by the Company to Sorrento of preferred stock of the Company and such shares were subsequently converted into shares of New Scliex common stock and preferred stock (see Note

10)

On October

2022

, Sorrento and Scilex entered into a Funding Commitment Letter (see Note

10)

. Pursuant to the terms of the Funding Commitment Letter, upon the written request of the Company, Sorrento shall fund

one

or more loans to the Company in the amount to achieve $

5,000,001

in net tangible assets immediately following the effective time of the Business Combination. Such related party payables or related party note payables will be converted into shares of preferred stock pursuant to the Debt Exchange Agreement. Any loans made under the Funding Commitment Letter will not exceed the lesser of (a) $

10,000,000

and (b) an amount that, when taken together with all other Outstanding Indebtedness, will result in the Aggregate Outstanding Amount equaling $

310,000,000

(see Note

10)

. The Company did not draw funds from the Funding Commitment Letter at the effective time of the Business Combination.

On March 18, 2019, the Company acquired Semnur and the acquisition was accounted for as an asset acquisition (see Note 3). The Company anticipates the cash needed for the development of Semnur’s primary product candidate in development,

SP-102,

as well in the development of

SP-103,

will be in excess of the Company’s cash available within one year after the date these consolidated financial statements are issued. Semnur has no historical revenue and the Company will be responsible for funding all development and commercialization efforts and capital funding needs possibly through private or public equity or debt financings, strategic collaborations or other arrangements.

On May 12, 2022, the Company entered into a Bill of Sale (see Note 3), with Sorrento to acquire rights, title and interest in the

SP-104

Assets (see Note 3).

SP-104

has not been approved for commercialization and, as such, no revenues have been generated to date by the asset. The Company will be responsible for funding all development and commercialization efforts.

On June 14, 2022, the Company entered into a license and commercialization agreement with Romeg (see Note 3). The transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in the single asset, acquired licenses. The Company anticipates incurring costs related to the commercial launch and marketing of the acquired licenses.

The Company has plans to obtain additional resources to fund its currently planned operations and expenditures for at least twelve months from the issuance of these consolidated financial statements through a combination of equity offerings, debt financings, collaborations, government contracts or other strategic transactions. The Company’s plans are also dependent upon the success of future sales of ZTlido, which is still in the early stages of commercialization, and are dependent upon, among other things, the success of the Company’s marketing of ZTlido. Should the Company’s sales of ZTlido not materialize at the expected rate contemplated in the Company’s business plan, due to the

COVID-19

pandemic or other factors, the Company believes that there are a number of ongoing and potential actions that would maintain its projected cash and projected financial position including but not limited to, additional reductions in general and administrative costs, sales and marketing costs, suspension or winding down of clinical development programs for

SP-102,

SP-103,

and

SP-104,

and other discretionary costs. Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that these consolidated financial statements are issued. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern for one year after the date the financial statements

are issued.

2.	Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared assuming that the Company will continue as a going concern, which contemplates the realization of assets and satisfaction of liabilities in the normal course of business. Management has assessed the Company’s ability to continue as a going concern at least one year after the date the financial statements are issued.

As of December

31, 2021, the Company’s negative working capital was $146.4 million, including cash and cash equivalents of approximately $4.3 million. During the year ended December 31, 2021, the Company

had operating losses of $35.8 million and negative cash flows from operations of $28.7 million. The Company had an accumulated deficit of approximately $352.6 million as of December 31, 2021.

In September

2018, Scilex Pharma issued $224.0 million of the Scilex Pharma Notes (see Note 8) for a purchase price of $140.0 million. Pursuant to the Indenture, as amended (see Note 8), Scilex Pharma is required to maintain a minimum unrestricted cash balance of $4.0 million at the end of each month.

In December

2020, Scilex Pharma repurchased an aggregate of $65.0 million of the Scilex Pharma Notes (see Note 8) and amended the terms of the Scilex Pharma Notes to release $45.0 million in restricted funds held in the Reserve Account (see Note 8) and Collateral Account (see Note 8) for the purpose of consummating the repurchase of an aggregate of $45.0 million of principal amount.

In February

2021 and

April

2021, Scilex Pharma effected specified principal repurchases totaling $40.0 million of the principal amount of the Scilex Pharma Notes. On December 31, 2021, Scilex Pharma triggered a cumulative sales-related contingency that triggered an increase in the principal amount of the Scilex Pharma Notes by $28.0 million.

In February

2022, Scilex Pharma drew down on the Letter of Credit (see Note 8) with Sorrento, which also triggered Scilex Pharma’s obligation to repurchase $20.0 million of the outstanding principal amount of the Scilex Pharma Notes and to maintain a minimum unrestricted cash balance of $10.0 million.

On March

18, 2019, the Company acquired Semnur and the acquisition was accounted for as an asset acquisition (See Note 4). The Company anticipates the cash needed for the development of Semnur’s primary product candidate in development,

SP-102,

as well in the development of

SP-103,

The Company has plans to obtain additional resources to fund its currently planned operations and expenditures for at least

twelve months from the issuance of these consolidated financial statements through debt and equity financing. The Company’s plans are also dependent upon the success of future sales of ZTlido, which is still in the early stages of commercialization, and are dependent upon, among other things, the success of the Company’s marketing of ZTlido. Should the Company’s sales of ZTlido not materialize at the expected rate contemplated in the Company’s business plan, due to the

COVID-19

SP-102

and

SP-103,

and other discretionary costs. Although the Company believes such plans, if executed, should provide the Company with financing to meet its needs, successful completion of such plans is dependent on factors outside the Company’s control. As such, management cannot conclude that such plans will be effectively implemented within one year after the date that these consolidated financial statements are issued. As a result, management has concluded that the aforementioned conditions, among other things, raise substantial doubt about the Company’s ability to continue as a going concern within one year after the date the financial statements are issued.

Public Offering	9 Months Ended	12 Months Ended
Public Offering	Sep. 30, 2022	Dec. 31, 2021
Vickers Vantage [Member]
Public Offering (Details) [Line Items]
PUBLIC OFFERING	NOTE 3. PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold to 13,800,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7).	NOTE 3 — PUBLIC OFFERING Pursuant to the Initial Public Offering, the Company sold to 13,800,000 Units which includes a full exercise by the underwriters of their over-allotment option in the amount of 1,800,000 Units, at a purchase price of $10.00 per Unit. Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7).

Private Placement	9 Months Ended	12 Months Ended
Private Placement	Sep. 30, 2022	Dec. 31, 2021
Vickers Vantage [Member]
Private Placement (Details) [Line Items]
PRIVATE PLACEMENT	NOTE 4. PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 6,840,000 Private Placement Warrants at a price of $0.75 per Private Placement Warrant, for an aggregate purchase price of $5,130,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 7). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.	NOTE 4 — PRIVATE PLACEMENT Simultaneously with the closing of the Initial Public Offering, the Sponsors purchased an aggregate of 6,840,000 Private Placement Warrants at a price of $0.75 per Private Placement Warrant, for an aggregate purchase price of $5,130,000, in a private placement. Each Private Placement Warrant is exercisable to purchase one ordinary share at a price of $11.50 per share, subject to adjustment (see Note 9). A portion of the proceeds from the Private Placement Warrants were added to the proceeds from the Initial Public Offering held in the Trust Account. If the Company does not complete a Business Combination within the Combination Period, the proceeds from the sale of the Private Placement Warrants will be used to fund the redemption of the Public Shares (subject to the requirements of applicable law) and the Private Placement Warrants will expire worthless.

Acquisitions

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Asset Acquisition [Abstract]

Acquisitions

3.	Acquisitions

Semnur Acquisition

On March

2019

, the Company completed the Merger of Semnur. At the closing of the Merger of Semnur, the Company issued to the holders of Semnur’s capital stock and options to purchase Semnur’s common stock, upfront consideration with a value of $

70.0

million. The upfront consideration was comprised of the following: (a) a cash payment of approximately $

15.0

million, and (b) $

55.0

million of shares of the Company’s common stock

(47,039,315

shares issued and

352,972

shares issuable, valued at $

1.16

per share) (the “Stock Consideration”). Following the issuance of the Stock Consideration, Sorrento ownership in the Company diluted to approximately

% of the Company’s issued and outstanding capital

stock.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions contained therein, the Company also agreed to pay the holders of Semnur equity (the “Semnur Equityholders”) up to $

280.0

million in aggregate contingent cash consideration based on the achievement of certain milestones, comprised of a $

40.0

million payment that will be due upon obtaining the first approval of a New Drug Application (“NDA”) of

Semnur product by the U.S. Food and Drug Administration (the “FDA”) and additional payments that will be due upon the achievement of certain amounts of net sales of Semnur products, as follows:

(1)

a $

20.0

million

payment upon the achievement of $

100.0

million in cumulative net sales of a Semnur product,

(2)

a $

20.0

million payment upon the achievement of $

250.0

million in cumulative net sales of a Semnur product,

(3)

a $

50.0

million payment upon the achievement of $

500.0

million in cumulative net sales of a Semnur product, and

(4)

a $

150.0

million payment upon the achievement of $

750.0

million in cumulative net sales of a Semnur

product.

On August

2019

, the Company entered into an amendment to the Merger Agreement to provide that, following the consummation of the Company’s first bona fide equity financing with

one

or more third-party financing sources on an arms’ length basis with gross proceeds to the Company of at least $

40.0

million, certain of the former Semnur optionholders will be paid cash in lieu of:

(1)

the

352,972

shares of the Company’s common stock otherwise issuable to such former Semnur optionholders pursuant to the Merger Agreement, and

(2)

any shares that would otherwise be issued to such former Semnur optionholders upon release of shares held in escrow pursuant to the Merger Agreement, with such shares in each case valued at $

1.16

per share. The amendment resulted in a reclassification of $

0.4

million from additional

paid-in

capital to accrued

liabilities.

March 2019

, the Semnur Equityholders that received the Stock Consideration were required to sign an Exchange and Registration Rights Agreement with the Company (the “Exchange Agreement”). Pursuant to the Exchange Agreement, and upon the terms and subject to the conditions contained therein, if within

months following the closing of the Merger,

100

% of the outstanding equity of the Company has not been acquired by a third party or the Company has not entered into a definitive agreement with respect to, or otherwise consummated, a firmly underwritten offering of the Company capital stock on a major stock exchange that meets certain requirements, then holders of the Stock Consideration may collectively elect to exchange, during the

60-day

period commencing the date that is the

month anniversary of the Closing (the “Share Exchange”), the Stock Consideration for shares of Sorrento’s common stock with a value of $

55.0

million based on a price per share of Sorrento’s common stock equal to the greater of (a) the

30-day

trailing volume weighted average price of

one

share of Sorrento’s common stock as reported on The Nasdaq Stock Market LLC as of the consummation of the Share Exchange and (b) $

5.55

(subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction) (the “Exchange Price”). Pursuant to an amendment to the Exchange Agreement entered into by Sorrento on September

2020

, on October

2020

, Sorrento paid $

55.0

million in cash to the Semnur Equityholders in lieu of issuing $

55.0

million of shares of Sorrento’s common stock at the Exchange Price. Following the completion of the Share Exchange and as of December

2020

, Sorrento held approximately

82.3

% of the outstanding common stock of the Company. On January

2021

, Sorrento acquired additional shares of the Company, resulting in Sorrento holding approximately

99.97

% of the outstanding common stock of the

Company.

The

March 2019

transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in the single asset,

SP-102.

As a result, approximately $

75.3

million was expensed as a component of acquired

in-process

research and development during the year ended

December 31, 2019.

contingent consideration was recorded as of September

2022

and December

2021

since the related regulatory approval milestones are not deemed probable until they actually occur.

SP-104

Acquisition

On May

2022

, the Company entered into a bill of sale and assignment and assumption agreement (the “Bill of Sale”), with Sorrento. Pursuant to the Bill of Sale, Sorrento sold, conveyed, assigned and transferred to the Company all of its rights, title and interest in and to Sorrento’s Delayed Burst Release Low Dose Naltrexone

(“DBR-LDN”)

asset and intellectual property rights, for the treatment of chronic pain, fibromyalgia and chronic post- COVID syndrome (collectively, the

“SP-104

Assets”). These assets had previously been acquired by Sorrento from Aardvark Therapeutics, Inc. (“Aardvark”) in

April 2021

pursuant to an asset purchase agreement

(the “Aardvark Asset Purchase Agreement”). Pursuant to the Bill of Sale, the Company assumed all of Sorrento’s rights, liabilities and obligations under the Aardvark Asset Purchase Agreement (the

“SP-104

Acquisition”).

As consideration for the

SP-104

Acquisition, the Company issued a promissory note in the aggregate principal amount of $

5.0

million to Sorrento (the “

2022

Promissory Note”). Upon issuance of the note, the Company recorded a related party note payable liability of $

4.1

million, net of discount, with an offset to additional paid in capital, given the common control relationship between Sorrento and the Company. The

2022

Promissory Note matures

seven years

from the date of issuance and bears interest at the rate equal to the lesser of (a)

2.66

% simple interest per annum and (b) the maximum interest rate permitted under law. The

2022

Promissory Note is payable in cash, shares of the Company’s common stock or any combination thereof, at the Company’s sole discretion, and may be prepaid in whole or in part at any time without

penalty.

As the successor to the Aardvark Asset Purchase Agreement, the Company is obligated to pay Aardvark (i) $

3,000,000

, upon initial approval by the FDA of a new drug application for the

SP-104

Assets (which amount may be paid in shares of the Company’s common stock or cash, in the Company’s sole discretion) (the “Development Milestone Payment”) and (ii) $

20,000,000

, in cash, upon achievement of certain net sales by the Company of a commercial product that uses the

SP-104

Assets.

The Company will also pay Aardvark certain royalties in the single digits based on percentages of annual net sales by the Company of a commercial product that uses the

SP-104

Assets. The transaction was accounted for as an asset acquisition as substantially all the value of the gross assets was concentrated in a single asset,

SP-104

Assets. The contingent milestones and sale volume-based future royalties were determined to meet a scope exception for derivative under ASC Topic

815

, Derivatives and Hedging, and will not be recognized until the contingencies are realized in accordance with the Company’s accounting policy for contingent consideration in an asset acquisition.

contingent consideration was recognized at September

2022.

Tien-Li

Lee, MD, a member of the board of directors of the Company, is the founder and chief executive officer of Aardvark. Kim D. Janda, Ph.D., a member of the Board of Directors of Sorrento, is a member of the advisory board of

Aardvark.

GLOPERBA License Agreement

On June

2022

, the Company entered into a license agreement (the “Romeg License Agreement”) with RxOmeg Therapeutics, LLC (a/k/a Romeg Therapeutics, Inc.) (“Romeg”). Pursuant to the Romeg License Agreement, among other things, Romeg granted the Company (a) a transferable license, with the right to sublicense, under the patents and

know-how

specified therein (with such license to

know-how

being exclusive for the limited purposes specified therein) to (i) commercialize the pharmaceutical product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed Product” or “GLOPERBA”) in the United States of America (including its territories) (the “Territory”), (ii) develop other products comprising the Initial Licensed Product as an active pharmaceutical ingredient (the “Licensed Products”) and commercialize any such products and (iii) manufacture Licensed Products anywhere in the world, solely for commercialization in the Territory and (b) an exclusive, transferable license, with right to sublicense, to use the trademark GLOPERBA and logos, designs, translations, and modifications thereof in connection with the commercialization of the Initial Licensed Product solely in the Territory. The Initial Licensed Product, GLOPERBA, was approved and made available in the

United States in 2020.

As consideration

for the license under the Romeg License Agreement, the Company paid Romeg an

up-front

license fee of $

2.0

million, and has agreed to pay Romeg (a) upon the Company’s achievement of certain net sales milestones, certain milestone payments in the aggregate amount of up to $

13.0

million, (b) certain royalties in the

mid-single

digit to

low-double

digit percentages based on annual net sales of the Licensed Product by the Company during the applicable royalty term under the Romeg License Agreement, and (c) minimum quarterly royalty payments totaling $

7.1

million commencing on the first year anniversary of the

effective date of the Romeg License Agreement and ending on the later of (i) expiration of the last to expire of the licensed patents covering the Licensed Products in the Territory or (ii) the tenth anniversary of the effective date of the Romeg License Agreement.

The transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in a single asset, which is the Initial Licensed Product. In connection with the Romeg License Agreement, the Company recorded an intangible asset for acquired licenses of $

5.7

million, which is comprised of the upfront license fee of $

2.0

million and a deferred consideration of $

3.7

million that is the present value of the future minimum royalty payments and immaterial transaction costs. The contingent s

ale

s milestones and sales volume-based future royalties were determined to meet a scope exception for derivative under ASC Topic

815

, and will not be recognized until the contingencies are realized.

contingent consideration was recognized as a liability or included in the fair value of the asset as of September

2022

. The Company determined the useful life of the intangible asset to be approximately

15 years

, which approximates the life of the licensed patents covering the Initial Licensed Product.

4.	Semnur Acquisition

On March

18, 2019, the Company completed the Merger. At the closing of the Merger, the Company issued to the holders of Semnur’s capital stock and options to purchase Semnur’s common stock, upfront consideration with a value of $70.0 million. The upfront consideration was comprised of the following: (a) a cash payment of approximately $15.0 million, and (b) $55.0 million of shares of the Company’s common stock (47,039,315 shares issued and 352,972 shares issuable, valued at $1.16 per share) (the “Stock Consideration”). Following the issuance of the Stock Consideration, Sorrento ownership in the Company diluted to approximately 58% of the Company’s issued and outstanding capital stock.

Pursuant to the

Merger Agreement, and upon the terms and subject to the conditions contained therein, the Company also agreed to pay the Semnur Equityholders up to $280.0 million in aggregate contingent cash consideration based on the achievement of certain milestones, comprised of a $40.0 million payment that will be due upon obtaining the first approval of a New Drug Application (“NDA”) of a Semnur product by the U.S. Food and Drug Administration (the “FDA”) and additional payments that will be due upon the achievement of certain amounts of net sales of Semnur products, as follows: (1) a $20.0 million payment upon the achievement of $100.0 million in cumulative net sales of a Semnur product, (2) a $20.0 million payment upon the achievement of $250.0 million in cumulative net sales of a Semnur product, (3) a $50.0 million payment upon the achievement of $500.0 million in cumulative net sales of a Semnur product, and (4) a $150.0 million payment upon the achievement of $750.0 million in cumulative net sales of a Semnur product.

On August 7, 2019, the Company

entered into an amendment to the Merger Agreement to provide that, following the consummation of the Company’s first bona fide equity financing with one or more third-party financing sources on an arms’ length basis with gross proceeds to the Company of at least $

40.0

million, certain of the former Semnur optionholders will be paid cash in lieu of: (1) the

352,972

shares of the Company’s common stock otherwise issuable to such former Semnur optionholders pursuant to the Merger Agreement, and (2) any shares that would otherwise be issued to such former Semnur optionholders upon release of shares held in escrow pursuant to the Merger Agreement, with such shares in each case valued at $

1.16

per share. The amendment resulted in a reclassification of $

0.4

million from additional

paid-in

capital to accrued liabilities.

In March 2019, the

Semnur Equityholders that received the Stock Consideration were required to sign an Exchange and Registration Rights Agreement with the Company (the “Exchange Agreement”).Pursuant to the Exchange Agreement, and upon the terms and subject to the conditions contained therein, if within

months

following the closing of the Merger,

100

60-day

period commencing the date that is the

month anniversary of the Closing (the “Share Exchange”), the Stock Consideration for shares of Sorrento’s common stock with a value of $

55.0

million based on a price per share of Sorrento’s common stock equal to the greater of (a) the

30-day

trailing volume weighted average price of one share of Sorrento’s common stock as reported on The Nasdaq Stock Market LLC as of the consummation of the Share Exchange and (b) $

5.55

2020

, on October

2020

, Sorrento paid $

55.0

million in cash to the Semnur Equityholders in lieu of issuing $

55.0

million of shares of Sorrento’s

common stock at the Exchange Price. Following the completion of the Share Exchange and as of December 31, 2020, Sorrento held approximately 82.3% of the outstanding common stock of the Company. On January 29, 2021, Sorrento acquired additional shares of the Company, resulting in Sorrento holding approximately 99.97% of the outstanding common stock of the

Company.

The transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in the single asset,

SP-102.

As a result, approximately $

75.3

million was expensed as a component of acquired

in-process

research and development during the year ended December 31, 2019.

contingent consideration was recorded as of December

2021

and

2020

since the related regulatory approval milestones are not deemed probable until they actually occur.

Related Party Transactions

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

RELATED PARTY TRANSACTIONS

10.	Related Party Transactions

On March 18, 2019, the Company

entered into a merger agreement with Sorrento, Semnur, Merger Sub, and Fortis Advisors LLC. Jaisim Shah, a member of Sorrento’s board of directors, was Semnur’s Chief Executive

Officer, a member of its board of directors and a stockholder of Semnur prior to the acquisition transaction. The upfront consideration was comprised of the following: (a) a cash payment of approximately $

15.0

million, and (b) $

55.0

million of shares of the Company’s common stock (

47,039,315

shares issued and

352,972

shares issuable, valued at $

1.16

per share) (i.e., the Stock Consideration). Following the issuance of the Stock Consideration, Sorrento was the owner of approximately

% of the Company’s issued and outstanding capital stock as of December

2019

. Following the completion of the Share Exchange and as of December

2020

, Sorrento held approximately

82.3

% of the outstanding common stock of the Company.

of December

2020

, approximately

14.7

% of the outstanding capital stock of the Company was held by Itochu. On January

2021

34,889,868

shares of the Company representing all outstanding capital stock of the Company held by Itochu were acquired by

non-related

minority shareholders. Thus, Itochu is not a shareholder subsequent to January

2021

. On January

2021

, Sorrento acquired

34,889,868

shares of the Company, resulting in Sorrento holding approximately

99.97

% of the Company. During the

nine

months ended September

2022

and

2021

, the Company purchased approximately $

4.0

million and $

4.8

million, respectively, of inventory from Itochu, a previous minority shareholder of the Company and a Developer in the aforementioned Product Development Agreement. These costs are recorded within cost of revenues and selling, general and administrative expenses in the Company’s statement of operations.

Semnur is party to an Assignment Agreement, dated August 6, 2013 (the “Assignment Agreement”), with Shah Investor LP (“Shah Investor”). Mahendra Shah, Ph.D., who served on the Company’s board of directors from March 2019 through September 2020, is the managing partner of Shah Investor. Pursuant to the Assignment Agreement, Shah Investor assigned certain intellectual property to Semnur and Semnur agreed to pay Shah Investor a contingent quarterly royalty in the

low-single

digits based on quarterly net sales of any pharmaceutical formulations for local delivery of steroids by injection developed using such intellectual property, which would include

SP-102.

Through September 30, 2022, the Company has made no royalty payments pursuant to the Assignment Agreement.

On January 1, 2017, a Transition Services Agreement (“TSA”) was executed between Scilex Pharma and Sorrento. Pursuant to the TSA, Sorrento agreed, at the Company’s request, to provide directly or indirectly certain administrative, financial, legal, tax, insurance, facility, information technology and other services. In addition to the services provided under the TSA, Sorrento retains insurance coverage on behalf of the Company. During the nine months ended September 30, 2022 and 2021, the total cost of services and insurance, including an agreed-upon markup, provided to the Company and recognized in general and administrative expenses was $

3.2

million and $

3.0

million, respectively.

On March 18, 2019, the Company entered into a note payable with Sorrento with an initial principal amount of $

16.5

million for the acquisition of Semnur. The note is interest bearing at the lesser of (a)

% simple interest per annum, and (b) the maximum interest rate permitted under law. Interest is due and payable annually. The note payable is payable upon demand and may be prepaid in whole or in part at any time without penalty or premium. During the nine months ended September 30, 2022 and 2021, Sorrento made advances to the Company in the amount of $

27.5

million and $

3.4

million, respectively, under the note payable. The outstanding principal balance of the note on September 30, 2022 and December 31, 2021 was $

47.1

million and $

19.6

million, respectively, which was recorded under the current related party note payable in the Company’s consolidated balance sheets. As of September 30, 2022 and December 31, 2021, the Company had ending balances resulting from the accrued interest on the note payable of $

6.8

million and $

3.9

million, respectively, which was recorded under related party payable in the Company’s consolidated balance sheets. During the nine months ended September 30, 2022, the proceeds from the note payable were used to finance the operations of the Company.

On October 5, 2018, Scilex Pharma issued to Sorrento a promissory note i

n the amount of approximately $

21.7

million for certain amounts previously advanced to Scilex Pharma by Sorrento. Scilex Pharma may borrow up to an aggregate of $

25.0

million of principal amount under the note payable. The promissory note is interest bearing at the lesser of (a)

% simple interest per annum, and (b) the maximum interest rate permitted under

law. All outstanding principal amounts and accrued interest are due upon maturity on August 31, 2026. On October 22, 2018, Sorrento purchased from the Company

24,117,608

shares of the Company’s common stock in exchange for the repayment of $

21.7

million of indebtedness under this promissory note. During the nine months ended September 30, 2022 and 2021, Sorrento made advances to Scilex Pharma in the amount of $

and $

8.1

million, respectively, under the promissory note. As of September 30, 2022 and December 31, 2021, the Company had ending balances resulting from the accrued interest on the note payable of $

4.9

million and $

3.1

million, respectively, which was recorded under related party payable in the Company’s consolidated balance sheets. As of September 30, 2022 and December 31, 2021, Scilex Pharma’s outstanding principal balance under the promissory note was $

23.5

million, which was recorded under the

non-current

related party note payable in the Company’s consolidated balance sheets.

The Company received $

35.0

million in February 2022 to fund the payment of Scilex Pharma Notes in February 2022 totaling $

20.0

million, as described in Note 6. The $

35.0

million received in February 2022 is due no earlier than February 2030 and was recorded under the

non-current

related party note payable in the Company’s consolidated balance sheets.

Additional funding received from Sorrento is due on demand and recorded under the related party payable in the Company’s consolidated balance sheets. As of September 30, 2022, related party payables due to Sorrento included $

48.7

million to cover working capital requirements, $

100.0

million for repurchases of Scilex Pharma Notes, and $

17.5

million for litigation fees (see Note 8). As of December 31, 2021, related party payables due to Sorrento consisted of $

35.7

million to cover working capital requirements, $

51.0

million for repurchases of Scilex Pharma Notes, and $

6.0

million to pay litigation fees (see Note 8).

May 12, 2022, the Company entered into the Bill of Sale, with Sorrento (see Note 3). Pursuant to the Bill of Sale, the Company assumed all of Sorrento’s rights, liabilities and obligations under Aardvark Asset Purchase Agreement. The Company issued the 2022 Promissory Note to Sorrento as consideration transferred. The 2022 Promissory Note matures

seven years

from the date of issuance and bears interest at the rate equal to the lesser of (a)

2.66

% simple interest per annum and (b) the maximum interest rate permitted under law. As of September 30, 2022, the outstanding balance, net of discount, under the 2022 Promissory Note was $

4.2

million, which was recorded under the

non-current

related party note payable in the Company’s consolidated balance sheets.

Debt Exchange Agreement

On September

12, 2022, the Company and Scilex Pharma entered into a Contribution and Satisfaction of Indebtedness Agreement (the “Debt Exchange Agreement”) with Sorrento, pursuant to which (i) Sorrento shall contribute to the Company all amounts (including accrued interest thereon, if any) for certain loans and other amounts provided by Sorrento to the Company and Scilex Pharma that remain outstanding as of immediately prior to the closing of the Business Combination (the “Aggregate Outstanding Amount” or “Outstanding Indebtedness), including with respect to the Scilex Pharma Notes, an intercompany promissory note issued by Scilex Pharma to Sorrento in the amount of approximately $

27.5

million for certain amounts previously advanced to Scilex Pharma by Sorrento, and the other notes payable to Sorrento described above (see Note 6), in exchange for the issuance by the Company to Sorrento of preferred stock of the Company,

(ii) the Company shall contribute to Scilex Pharma the portion of such Outstanding Indebtedness that is owed by Scilex Pharma to Sorrento as a

contribution of capital for no consideration, and (iii) upon the occurrence of the events described in clauses (i) and (ii), the Aggregate Outstanding Amount and the Outstanding Indebtedness shall be satisfied in full.

Pursuant to the terms of the Debt Exchange Agreement effective

as of immediately prior to, and contingent upon, the closing of the

Business Combination,

Sorrento has elected to contribute the Outstanding Indebtedness

to the Company in exchange for the issuance by the Company to

Sorrento of that number of shares of preferred stock, par value $

0.0001

per share, of the Company (subject to adjustment for recapitalizations, stock splits, stock dividends and similar transactions) (the “Exchange Shares” and such transaction, the “Debt Contribution”)

tha

t is equal to (i) the Aggregate Outstanding Amount plus the amount equal to

% of the Aggregate Outstanding Amount divided by (ii) $

11.00

(rounded up to the nearest whole share); provided, that in no event shall the Aggregate Outstanding Amount exceed $

310,000,000

. As of September 30, 2022, the Aggregate Outstanding Amount was $

276.8

million.

November 10, 2022, pursuant to the terms of the Debt Exchange Agreement, all existing related party indebtedness between the Company, Scilex Pharma, and Sorrento, totaling $

290.6

million, was contributed by Sorrento to the Company in exchange for

29,057,097

shares of the Company’s preferred stock. At the Effective Time, such shares were then exchanged for

29,057,097

shares of New Scilex preferred stock and

2,905,710

shares of New Scilex common stock.

13.	Related Party Transactions

On March 18, 2019, the Company entered into a merger agreement with Sorrento, Semnur, Merger Sub, and Fortis Advisors LLC. Jaisim Shah, a member of Sorrento’s board of directors, was Semnur’s Chief Executive Officer, a member of its board of directors and a stockholder of Semnur prior to the acquisition transaction. The upfront consideration was comprised of the following: (a) a cash payment of approximately $

15.0

million, and (b) $

55.0

million of shares of the Company’s common stock (

47,039,315

shares issued and

352,972

shares issuable, valued at $

1.16

per share) (i.e., the Stock Consideration). Following the issuance of the Stock Consideration, Sorrento was the owner of approximately

% of the Company’s issued and outstanding capital stock as of December 31, 2019. Following the completion of the Semnur Share Exchange and as of December 31, 2020, Sorrento held approximately

82.3

% of the outstanding common stock of the Company.

During the year ended December 31, 2021, 2020 and 2019, the Company purchased approximately $

5.7

million, $

1.0

million, and $

8.4

14.7

% of the outstanding capital stock of the Company was held by Itochu. On January 13, 2021,

34,889,868

shares of the Company representing all outstanding capital stock of the Company held by Itochu were acquired by

non-related

minority shareholders. Thus, Itochu is not a shareholder subsequent to January 13, 2021. On January 29, 2021, Sorrento acquired

34,889,868

shares of the Company, resulting in Sorrento holding approximately

99.97

% of the Company.

Semnur is party to an Assignment Agreement, dated August 6, 2013 (the “Assignment Agreement”), with Shah Investor LP (“Shah Investor”). Mahendra Shah, Ph.D., who has served on the Company’s board of directors since March 2019, is the managing partner of Shah Investor. Pursuant to the Assignment Agreement, Shah Investor assigned certain intellectual property to Semnur and Semnur agreed to pay Shah Investor a contingent quarterly royalty in the

low-single

digits based on quarterly net sales of any pharmaceutical formulations for local delivery of steroids by injection developed using such intellectual property, which would include

SP-102.

To date, the Company has made no royalty payments pursuant to the Assignment Agreement.

On January 1, 2017, a Transition Services Agreement (“TSA”) was executed between Scilex Pharma and Sorrento. Pursuant to the TSA, Sorrento agreed, at the Company’s request, to provide directly or indirectly certain administrative, financial, legal, tax, insurance, facility, information technology and other services. In addition to the services provided under the TSA, Sorrento retains insurance coverage on behalf of the Company. During the years ended December 31, 2021, 2020, and 2019, the total cost of services and insurance, including an agreed-upon markup, provided to the Company and recognized in general and administrative expenses was $

4.0

million, $

2.3

million, and $

0.9

million, respectively.

On March 18, 2019, the Company entered into a note payable with Sorrento with an initial principal amount of $

16.5

million. The note is interest bearing at the lesser of (a)

% simple interest per annum, and (b) the maximum interest rate permitted under law. Interest is due and payable annually. The note payable is payable upon demand and may be prepaid in whole or in part at any time without penalty or premium. The outstanding principal balance of the note on December 31, 2021 and 2020 was $

19.6

million and $

13.0

million, respectively, which was recorded under the current related party note

payable in the Company’s consolidated balance sheets. As of December 31, 2021 and 2020, the Company had ending balances resulting from the accrued interest on the note payable of $

3.9

million and $

2.6

million, respectively, which was recorded under related party payable in the Company’s consolidated balance sheets. The proceeds from the note payable were used to finance the acquisition of Semnur.

On October 5, 2018, Scilex Pharma issued to Sorrento a promissory note in the amount of approximately $

21.7

million for certain amounts previously advanced to Scilex Pharma by Sorrento (the “Intercompany Note”). Scilex Pharma may borrow up to an aggregate of $

25.0

million of principal amount under the note payable. The promissory note is interest bearing at the lesser of (a)

% simple interest per annum, and (b) the

maximum

interest rate permitted under law. All outstanding principal amounts and accrued interest are due upon maturity on August 31, 2026. On October 22, 2018, Sorrento purchased from the Company

24,117,608

shares of the Company’s common stock in exchange for the repayment of $

21.7

million of indebtedness under this promissory note. During 2021 and 2020, Sorrento made advances to Scilex Pharma in the amount of $

8.1

million and $

10.3

million, respectively, under the promissory note. As of December 31, 2021 and 2020, the Company had ending balances resulting from the accrued interest on the promissory note of $

3.1

million and $

1.0

million, respectively, which was recorded under related party payable in the Company’s consolidated balance sheets. As of December 31, 2021 and 2020, Scilex Pharma’s outstanding principal balance under the promissory note was $

23.5

million and $

15.4

million, respectively, which was recorded under the

non-current

related party note payable in the Company’s consolidated balance sheets.

The Company received $

17.3

million and $

20.0

million, in February 2021 and April 2021, respectively, from Sorrento to fund the payment of Scilex Pharma Notes in February 2021 and April 2021, totaling $

40.0

million, as described in Note 8. The $

37.3

million received in February 2021 and April 2021 is due on demand to Sorrento and was recorded under the related party payables in the Company’s consolidated balance sheets. As of December 31, 2021, related party payables due to Sorrento included $

35.7

million to cover working capital requirements, $

51.0

million for repurchases of Scilex Pharma Notes, and $

6.0

million to pay litigation fees (see Note 11). As of December 31, 2020, related party payables due to Sorrento consisted of $

13.0

million to cover working capital requirements and $

13.7

million for repurchases of Scilex Pharma Notes.

RELATED PARTY TRANSACTIONS

NOTE 5. RELATED PARTY TRANSACTIONS

Founder Shares

On July 16, 2020, the Company issued an aggregate of 3,593,750 ordinary shares to an affiliate of the Sponsors for an aggregate purchase price of $25,000. In August 2020, the affiliate transferred his Founder Shares to the Sponsors for the same price paid for such shares. On October 8. 2020, the Company effected a share capitalization of 0.2 shares for each share outstanding, on December 7, 2020, the Sponsors forfeited 1,437,500 ordinary shares, which were cancelled by the Company, and on January 6, 2021, the Company effected a share capitalization of 0.2 shares for each share outstanding, resulting in 3,450,000 ordinary shares issued and outstanding (the “Founder Shares”). All share and

per-share

amounts have been retroactively restated to reflect the share transactions. The Founder Shares included an aggregate of up to 450,000 shares that were subject to forfeiture depending on the extent to which the underwriters’ over-allotment option is exercised, so that the number of Founder Shares will equal, on an

as-converted

basis, approximately 20% of the Company’s issued and outstanding ordinary shares after the Initial Public Offering. As a result of the underwriters’ election to partially exercise their over-allotment option, no Founder Shares are currently subject to forfeiture.

The Sponsors have agreed, subject to limited exceptions, not to transfer, assign or sell any of its Founder Shares until six months after the consummation of a Business Combination or earlier if, subsequent to a Business Combination, the Company consummates a liquidation, merger, share exchange or other similar transaction that results in all of the Public Shareholders having the right to exchange their ordinary shares for cash, securities or other property.

Advances from Related Party

During 2020, an affiliate of the Sponsors advanced the Company an aggregate of $30,000 to fund expenses in connection with the Initial Public Offering. The advances were

non-interest

bearing and payable upon demand. Such advances were repaid in connection with the closing of the Initial Public Offering. Accordingly, as of September 30, 2022 and December 31, 2021, there were no advances outstanding.

Promissory Note — Related Party

On July 16, 2020, the Company issued an unsecured promissory note (the “Promissory Note”) to an affiliate of the Sponsors, pursuant to which the Company may borrow up to an aggregate principal amount of $125,000. The Promissory Note is

non-interest

bearing and payable on the earlier of (i) December 31, 2020 or (ii) the completion of the Initial Public Offering. The outstanding balance under the Promissory Note of $125,000 was repaid subsequent to the closing of the Initial Public Offering on January 14, 2021. Borrowings under the Promissory Note are no longer available to the Company.

Related Party Loans

In order to finance transaction costs in connection with a Business Combination, the Sponsors or an affiliate of the Sponsors, or certain of the Company’s officers and directors may, but are not obligated to, loan the Company funds as may be required (“Working Capital Loans”). Such Working Capital Loans would be evidenced by promissory notes. The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $0.75 per warrant. Such warrants would be identical to the Private Placement Warrants. In the event that a Business Combination does not close, the Company may use a portion of proceeds held outside the Trust Account to repay the Working Capital Loans but no proceeds held in the Trust Account would be used to repay the Working Capital Loans.

On December 20, 2021, the Company entered issued two convertible promissory notes to the Sponsors to evidence Working Capital Loans pursuant to which the Sponsors agreed to loan the Company up to an aggregate principal amount of $500,000 (the “Convertible Promissory Notes”). The Convertible Promissory Notes are

non-interest

On January 10, 2022, the Company borrowed an additional $1,035,000, as discussed below. On January 27, 2022, Company entered into two additional Convertible Promissory Notes with the Sponsors pursuant to which the Sponsors agreed to loan the Company up to an aggregate principal amount of $500,000. As of September 30, 2022 and December 31, 2021, the principal balance of the Convertible Promissory Notes amounted to an aggregate of $2,035,000 and $500,000, respectively.

The Company assessed the provisions of the Convertible Promissory Notes under ASC

470-20.

The derivative component of the obligation is initially valued and classified as a derivative liability (see Note 9).

The debt discount is being amortized to interest expense as a

non-cash

charge over the term of the Convertible Promissory Notes, which is assumed to mature in at Business Combination. During the three and nine months

ended September 30, 2022, the Company recorded $1,155 and $16,901 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount at September 30, 2022 and December 31, 2021 amounted to $0 and $16,901, respectively.

On April 11, 2022, the Company entered into two simple promissory notes with the Sponsors pursuant to which the Sponsors agreed to loan the Company up to an aggregate principal amount of $1,500,000 (the “Simple Promissory Notes”). The Simple Promissory Notes are

non-interest

bearing and payable upon Business Combination. If a Business Combination is not consummated, the Simple Promissory Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. On April 18, 2022, the Company entered into two additional Simple Promissory Notes with the Sponsor pursuant to which the Sponsor agreed to loan the Company up to an aggregate principal amount of $500,000. As of September 30, 2022 and December 31, 2021, the principal balance of the Simple Promissory Notes amounted to an aggregate of $2,971,667 and $0, respectively.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination by an additional three months. In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.075 per Public Share in either case), on or prior to the date of the applicable deadline, for each three-month extension.,

On January 10, 2022, the Company extended the period of time to consummate a Business Combination to April 11, 2022. The Sponsors deposited $1,035,000 into the Trust Account made in the form of

non-interest-bearing

loans. If the Company completes an initial business combination, the Company will, at the option of the Sponsors, repay the amounts evidenced by the Convertible Promissory Notes or convert a portion or all of the total amount into warrants at a price of $0.75 per warrant, which warrants are identical to the Private Placement Warrants issued. If a Business Combination is not consummated, the Convertible Promissory Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

On April 11, 2022, the Company extended the period of time to consummate a Business Combination to July 11, 2022. The Sponsors deposited $1,035,000 into the Trust Account made in the form of

non-interest-bearing

loans. If the Company completes an initial business combination, the Company will, at the option of the Sponsors, repay the amounts evidenced by simple promissory notes. If a Business Combination is not consummated, the simple promissory notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

On July 11, 2022, the Company extended the period of time to consummate a Business Combination to August 11, 2022. The Sponsors deposited $323,889 into the Trust Account made in the form of

non-interest-bearing

On August 10, 2022, the Company extended the period of time to consummate a Business Combination to September 11, 2022. The Sponsors deposited $323,889 into the Trust Account made in the form of

non-interest-bearing

On September 9, 2022, the Company extended the period of time to consummate a Business Combination to October 11, 2022. The Sponsors deposited $323,889 into the Trust Account made in the form of

non-interest-bearing

On October 10, 2022, the Company extended the period of time to consummate a Business Combination to November 11, 2022. The Sponsors deposited $323,889 into the Trust Account made in the form of

non-interest-bearing

NOTE 5 — RELATED PARTY TRANSACTIONS

Founder Shares

On July 16, 2020, the Company issued an aggregate of 3,593,750 ordinary shares to an affiliate of the Sponsors for an aggregate purchase price of $25,000. In August 2020, the affiliate transferred his Founder Shares to the Sponsors for the same price paid for such shares. On October 8, 2020, the Company effected a share capitalization of 0.2 shares for each share outstanding, on December 7, 2020, the Sponsors forfeited 1,437,500 ordinary shares, which were cancelled by the Company, and on January 6, 2021, the Company effected a share capitalization of 0.2 shares for each share outstanding, resulting in 3,450,000 ordinary shares issued and outstanding (the “Founder Shares”). All share and

per-share

as-converted

Advances from Related Party

During 2020, an affiliate of the Sponsors advanced the Company an aggregate of $30,000 to fund expenses in connection with the Initial Public Offering. The advances are

non-interest

bearing and payable upon demand. As of December 31, 2021 and 2020, there was $0 and $30,000 advances outstanding, respectively. The outstanding amount of $30,000 was repaid on February 26, 2021.

Promissory Note — Related Party

non-interest

Related Party Loans

On December 20, 2021, the Company entered into two convertible promissory notes with the Sponsors pursuant to which the Sponsors agreed to loan the Company up to an aggregate principal amount of $500,000 (the “Convertible Promissory Notes”). The Convertible Promissory Notes are

non-interest

bearing and payable upon Business Combination. If a Business Combination is not consummated, the Convertible Promissory Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account. Up to $500,000 of the Convertible Promissory Notes may be converted into warrants at a price of $0.75 per warrant at the option of the Sponsors. The warrants would be identical to the Private Placement Warrants. As of December 31, 2021, the outstanding principal balance under the Convertible Promissory Notes amounted to an aggregate of $500,000. Subsequent to December 31, 2021, on January 10, 2022, the Company borrowed an additional $1,035,000, as discussed below. On January 27, 2022, Company entered into two additional Convertible Promissory Notes with the Sponsors pursuant to which the Sponsors agreed to loan the Company up to an aggregate principal amount of $500,000. Subsequent to December 31, 2021, the principal balance of the Convertible Promissory Notes amounted to an aggregate of $2,035,000 (see Note 11).

The Company assessed the provisions of the Convertible Promissory Notes under ASC

470-20.

The derivative component of the obligation is initially valued and classified as a derivative liability (see Note 9).

The debt discount is being amortized to interest expense as a

non-cash

charge over the term of the Convertible Promissory Notes, which is assumed to mature in April 2022, the Company’s expected Business Combination date.

During the year ended December 31, 2021, the Company recorded $1,826 of interest expense related to the amortization of the debt discount. The remaining balance of the debt discount at December 31, 2021 amounted to $16,901.

Related Party Extension Loans

As discussed in Note 1, the Company may extend the period of time to consummate a Business Combination up to two times, each by an additional three months (until July 11, 2022 to complete a Business Combination). In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.075 per Public Share in either case), on or prior to the date of the applicable deadline, for each three-month extension, providing a total possible Business Combination period up until July 11, 2022 for a total payment value of $2,070,000 ($0.15 per unit in either case). Any such deposits would be made in the form of

non-interest

bearing loans. Such notes would either be paid upon consummation of a Business Combination, or, at the relevant insider’s discretion, converted upon consummation of a Business Combination into additional Private Placement Warrants at a price of $0.75 per Private Placement Warrant. The Sponsor and its affiliates or designees intend, but are not obligated, to fund the Trust Account to extend the time for the Company to complete a Business Combination.

On January 10, 2022, the Company extended the period of time to consummate a Business Combination to April 11, 2022. The Sponsors deposited $1,035,000 into the Trust Account made in the form of

non-interest-bearing

Fair Value Measurements

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

FAIR VALUE MEASUREMENTS

4.	Fair Value Measurements

The following table presents the Company’s financial assets and liabilities that are measured at fair value (in thousands):


	Fair value measurements at September 30, 2022
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents	$	2,483	$	2.483	$	—	$	—

Total assets measured at fair value	$	2,483	$	2.483	$	—	$	—


	Fair value measurements at December 31. 2021
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents	$	4,338	$	4,338	$	—	$	—

Total assets measured at fair value	$	4,338	$	4,338	$	—	$	—

Liabilities
Derivative liabilities	$	35,700	$	—	$	—	$	35,700

Total liabilities measured at fair value	$	35,700	$	—	$	—	$	35,700

The

Company’s financial assets carried at fair value are comprised of cash and cash equivalents. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These assets are valued using inputs observable in active markets for identical securities.

Derivative liabilities

The Company recorded a gain of $

5.3

million and $

0.1

million on derivative liabilities for the

nine

months ended September

2022

and

2021

, respectively, which was attributed to compound derivative liabilities associated with the Scilex Pharma Notes (see Note

. The fair value of the derivative liability associated with the Scilex Pharma Notes decreased by $

30.4

million immediately after the entry into Amendment

(see Note

associated with the Scilex Pharma Notes on June

2022

(see Note

. Amendment

was accounted

for as troubled debt restructuring; therefore, the carrying amount of the Scilex Pharma Notes, net, was adjusted to reflect the aforementioned change in fair value of the derivative liability. The fair value of the derivative liability associated with the Scilex Pharma Notes was estimated using the discounted cash flow method combined with a

Monte Carlo simulation model including consideration of the terms of Amendment No. 4. Significant Level 3 assumptions used in the measurement included a

6.1

% risk adjusted net sales forecast and an effective debt yield of

21.5

% as of June 30, 2022. The Scilex Pharma Notes were fully extinguished in September 2022 (see Note 6) and, as such, there were

remaining derivative liabilities as of September 30, 2022.

The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2022:


	Fair value
Balance at December 31, 2021	$	35,700
Change in fair value measurement		(35,700	)

Balance at September 30, 2022	$	—

5 .	Fair Value Measurements

The following table presents the Company’s financial assets and liabilities that are measured at fair value (in thousands):


	Fair value measurements at December 31, 2021
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets
Cash and cash equivalents	$	4,338	$	4,338	$	—	$	—

Total assets measured at fair value		4,338		4,338		—		—
Liabilities
Derivative liabilities		35,700		—		—		35,700

Total liabilities measured at fair value	$	35,700	$	—	$	—	$	35,700

	Fair value measurements at December 31, 2020
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents	$	4,839	$	4,839	$	—	$	—

Total assets measured at fair value		4,839		4,839
Liabilities
Derivative liabilities		35,400		—		—		35,400

Total liabilities measured at fair value	$	35,400	$	—	$	—	$	35,400

The Company’s financial assets carried at fair value are comprised of cash and cash equivalents. Cash and cash equivalents consist of money market accounts and bank deposits which are highly liquid and readily tradable. These assets are valued using inputs observable in active markets for identical securities.

Derivative liabilities

The Company recorded a loss of $

0.3

million, a gain of $

0.8

million and a loss of $

23.3

million on derivative liabilities for the years ended December

2021

2020

and

2019

, respectively, which was attributed to compound derivative liabilities associated with the Scilex Pharma Notes. The compound derivative liabilities consist of the fair value of various embedded features as further described in Note

. The fair value of the derivative liabilities associated with the Scilex Pharma Notes was estimated using the discounted cash flow method under the income approach combined with a Monte Carlo simulation model. This involves significant Level

inputs and assumptions.

The key assumptions for the compound derivative liabilities associated with the Scilex Pharma Notes for the year ended December

2021

included a

6.2

% risk-adjusted net sales forecast and an effective debt yield of

15.0

%. The key assumptions for the compound derivative liabilities associated with the Scilex Pharma Notes for the year ended December

2020

included a

% risk-adjusted net sales forecast, an effective debt yield of

% and an estimated probability of

100

% of not obtaining marketing approval before March

2021

. The key assumptions for the compound derivative liabilities associated with the Scilex Pharma Notes for the year ended December

2019

included an

% risk adjusted net sales forecast, an effective debt yield of

19.7

% and estimated probabilities of

100

% and

% of not obtaining marketing approval before March

2021

and July

2023

, respectively, and an estimated high probability of an initial public offering of the Company that satisfies certain valuation thresholds occurring prior to October

2020

The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the years ended December 31, 2021, 2020 and 2019:


	Fair value
Beginning Balance at December 31, 2018	$	—
Additions		10,100
Re-measurement of fair value		23,300

Ending Balance at December 31, 2019		33,400
Additions		2,800
Re-measurement of fair value		(800	)

Ending Balance at December 31, 2020		35,400
Additions		—
Re-measurement of fair value		300

Ending Balance at December 31, 2021	$	35,700

FAIR VALUE MEASUREMENTS

NOTE 9. FAIR VALUE MEASUREMENTS

The fair value of the Company’s financial assets and liabilities reflects management’s estimate of amounts that the Company would have received in connection with the sale of the assets or paid in connection with the transfer of the liabilities in an orderly transaction between market participants at the measurement date. In connection with measuring the fair value of its assets and liabilities, the Company seeks to maximize the use of observable inputs (market data obtained from independent sources) and to minimize the use of unobservable inputs (internal assumptions about how market participants would price assets and liabilities). The following fair value hierarchy is used to classify assets and liabilities based on the observable inputs and unobservable inputs used in order to value the assets and liabilities:

Level 1:

Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:

Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:

Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At September 30, 2022 and December 31, 2021, assets held in the Trust Account were comprised of $101,293,086 and $139,410,739, respectively, in money market funds which are invested primarily in U.S. Treasury Securities. Through September 30, 2022, the Company did not withdraw any interest earned on the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at September 30, 2022 and December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		September 30, 2022		December 31, 2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	101,293,086	$	139,410,739
Liabilities:
Warrant Liability – Private Placement Warrants		3	$	1,162,800	$	3,351,600
Conversion Option Liability (see Note 5)		3	$	—	$	6,892

The Private Placement Warrants were accounted for as liabilities in accordance with ASC

815-40

and are presented within warrant liabilities on our accompanying September 30, 2022 unaudited condensed consolidated balance sheets. The warrant liabilities are measured at fair value at inception and on a recurring basis, with changes in fair value presented within change in fair value of warrant liabilities in the unaudited condensed consolidated statements of operations.

Warrant Liability Measurement

The Company established the initial fair value for the private warrants on January 11, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation and subsequently implemented the Black-Scholes Option Pricing Model that was modified to capture the redemption features of the public warrants. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining the fair value of the private warrants are the expected volatility of the Company’s ordinary shares and the Company’s ordinary share price. The expected volatility of the ordinary shares was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The ordinary share price was determined based on an iterative procedure that matched the estimated value of the ordinary shares and fractional warrant price to equate to the observed price of the outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the private warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be

equivalent to their remaining contractual term. Inputs are

re-evaluated

each quarterly reporting period to estimate the fair market value of the private placement warrants as of the reporting period.

There were no transfers between Levels 1, 2 or 3 during the three and nine months ended September 30, 2022 and 2021.

The following table provides quantitative information regarding Level 3 fair value measurements:


	As of September 30, 2022			As of December 31, 2021
Stock price	$	10.33		$	10.04
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.28
Volatility		0.0	%		8.3	%
Risk-free rate		4.03	%		1.28	%
Dividend yield		0.0	%		0.0	%
Fair value of warrants	$	0.17		$	0.49

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement
Fair value as of January 1, 2021	$	—
Initial measurement on January 11, 2021		7,729,200
Change in valuation inputs or other assumptions		(4,104,000	)

Fair value of as of March 31, 2021		3,625,200
Change in valuation inputs or other assumptions		68,400

Fair value of as of June 30, 2021		3,693,600
Change in valuation inputs or other assumptions		1,162,800

Fair value of as of September 30, 2021		4,856,400
Change in valuation inputs or other assumptions		(1,504,800	)

Fair value of as of December 31, 2021		3,351,600
Change in valuation inputs or other assumptions		410,400

Fair value as of March 31, 2022		3,762,000
Change in valuation inputs or other assumptions		(2,530,800	)

Fair value as of June 30, 2022		1,231,200
Change in valuation inputs or other assumptions		(68,400	)

Fair value as of September 30, 2022	$	1,162,800

Conversion Option Liability Measurement

The Company assessed the provisions of the Convertible Promissory Notes under ASC

470-20.

The derivative component of the obligation is initially valued and classified as a derivative liability. The conversion option was valued using the compound option pricing model, which is considered to be a Level 3 fair value measurement (See Note 6).


	As of September 30, 2022			As of December 31, 2021
Underlying warrant value	$	0.0000		$	0.0103
Exercise price	$	0.75		$	0.75
Holding period		0.50			0.28
Risk-free rate		4.03	%		1.28	%
Volatility		5.3	%		8.3	%
Dividend yield		0.0	%		0.0	%

The following table presents the change in the fair value of conversion option liability:


	Conversion Option Liability
Fair value as of January 1, 2021	$	—
Initial measurement on December 20, 2021		18,727
Change in valuation inputs or other assumptions		(11,835	)

Fair value of as of December 31, 2021		6,892
Initial measurement on January 10, 2022		—
Initial measurement on January 27, 2022		—
Change in valuation inputs or other assumptions		69,896

Fair value as of March 31, 2022		76,788
Change in valuation inputs or other assumptions		(76,788	)

Fair value as of June 30, 2022 and September 30, 2022	$	—

NOTE 9 — FAIR VALUE MEASUREMENTS


Level 1:		Quoted prices in active markets for identical assets or liabilities. An active market for an asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.

Level 2:		Observable inputs other than Level 1 inputs. Examples of Level 2 inputs include quoted prices in active markets for similar assets or liabilities and quoted prices for identical assets or liabilities in markets that are not active.

Level 3:		Unobservable inputs based on our assessment of the assumptions that market participants would use in pricing the asset or liability.

At December 31, 2021, assets held in the Trust Account were comprised of $139,410,739 in money market funds which are invested primarily in U.S. Treasury Securities. Through December 31, 2021, the Company did not withdraw any of interest earned on the Trust Account. At December 31, 2020, there were no assets in the Trust Account.

The following table presents information about the Company’s assets and liabilities that are measured at fair value on a recurring basis at December 31, 2021 and indicates the fair value hierarchy of the valuation inputs the Company utilized to determine such fair value:


Description	Level		December 31, 2021
Assets:
Investments held in Trust Account — U.S. Treasury Securities Money Market Fund		1	$	139,410,739
Liabilities:
Warrant Liability — Private Placement Warrants		3	$	3,351,600
Conversion Option Liability (see Note 5)		3	$	6,892

Warrant Liability Measurement

determined based on an iterative procedure that matched the estimated value of the ordinary shares and fractional warrant price to equate to the observed price of the outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the private warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are

re-evaluated

each quarterly reporting period to estimate the fair market value of the private placement warrants as of the reporting period.

There were no transfers between Levels 1, 2 or 3 during the year ended December 31, 2021.

The following table provides quantitative information regarding Level 3 fair value measurements:


	As of December 31, 2021
Stock price	$	10.04
Strike price	$	11.50
Term (in years)		5.28
Volatility		8.3	%
Risk-free rate		1.28	%
Dividend yield		0.0	%
Fair value of warrants	$	0.49

The following table presents the changes in the fair value of warrant liabilities:


	Private Placement
Fair value as of January 1, 2021	$	—
Initial measurement on January 11, 2021		7,729,200
Change in valuation inputs or other assumptions		(4,377,600	)

Fair value as of December 31, 2021	$	3,351,600

Conversion Option Liability Measurement

The Company assessed the provisions of the Convertible Promissory Notes under ASC

470-20.


	December 31, 2021			December 20, 2021 (Initial Measurement)
Underlying warrant value	$	0.0103		$	0.0281
Exercise price	$	0.75		$	0.75
Holding period		0.28			0.31
Risk-free rate %		1.28	%		1.19	%
Volatility%		8.3	%		9.3	%
Dividend yield %		0.0	%		0.0	%

The following table presents the change in the fair value of conversion option liability:


Fair value as of January 1, 2021	$	—
Initial measurement on December 20, 2021		18,727
Change in fair value		(11,835	)

Fair value as of December 31, 2021	$	6,892

The entire disclosure for the fair value of financial instruments (as defined), including financial assets and financial liabilities (collectively, as defined), and the measurements of those instruments as well as disclosures related to the fair value of non-financial assets and liabilities. Such disclosures about the financial instruments, assets, and liabilities would include: (1) the fair value of the required items together with their carrying amounts (as appropriate); (2) for items for which it is not practicable to estimate fair value, disclosure would include: (a) information pertinent to estimating fair value (including, carrying amount, effective interest rate, and maturity, and (b) the reasons why it is not practicable to estimate fair value; (3) significant concentrations of credit risk including: (a) information about the activity, region, or economic characteristics identifying a concentration, (b) the maximum amount of loss the entity is exposed to based on the gross fair value of the related item, (c) policy for requiring collateral or other security and information as to accessing such collateral or security, and (d) the nature and brief description of such collateral or security; (4) quantitative information about market risks and how such risks are managed; (5) for items measured on both a recurring and nonrecurring basis information regarding the inputs used to develop the fair value measurement; and (6) for items presented in the financial statement for which fair value measurement is elected: (a) information necessary to understand the reasons for the election, (b) discussion of the effect of fair value changes on earnings, (c) a description of [similar groups] items for which the election is made and the relation thereof to the balance sheet, the aggregate carrying value of items included in the balance sheet that are not eligible for the election; (7) all other required (as defined) and desired information.

Property, Plant and Equipment [Abstract]

Property and Equipment

12 Months Ended

Dec. 31, 2021

Property and Equipment

6.	Property and Equipment

Property and equipment consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31
	2021			2020
Computers & equipment	$	77		$	77
Furniture		118			118
Leasehold improvements		48			48
Construction in progress		689			691

Property and equipment, gross		932			934
Less: Accumulated depreciation		(127	)		(88	)

Property and equipment, net	$	805		$	846

Depreciation expense

for each of the years ended December

2021

2020

and

2019

was $

thousand, $

thousand and $

thousand, respectively.

Goodwill and Intangible Assets

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Goodwill and Intangible Assets

5.	Goodwill and Intangible Assets

As of September 30, 2022 and December 31, 2021, the Company had recorded goodwill of $

13.5

million. The Company performed a qualitative test for goodwill impairment during the fourth quarter of 2021. Based upon the results of the qualitative testing, the Company concluded that it is

more-likely-than-not

that the fair value of the Company’s goodwill was in excess of the carrying value and therefore performing the first step of the

two-step

impairment test was unnecessary. The conclusion has not changed as of September 30, 2022 and

goodwill impairment was recognized for the nine months ended September 30, 2022 and 2021.

The Company’s intangible assets, excluding goodwill, are composed of patent rights, acquired technology, acquired licenses, and assembled workforce. Amortization of the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives.

A summary of the Company’s identifiable intangible assets as of September 30, 2022 and December 31, 2021 is as follows (in thousands):


	Nine months ended September 30, 2022
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	12,871	$	19,759
Acquired technology		21,940		5,851		16,089
Acquired licenses		5,711		92		5,619
Assembled workforce		500		350		150

Total intangible assets	$	60,781	$	19,164	$	41,617


	December 31. 2021
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	11,239	$	21,391
Acquired technology		21,940		4,754		17,186
Assembled workforce		500		275		225

Total intangible assets	$	55,070	$	16,268	$	38,802

On June 14, 2022, the Company entered into Romeg License Agreement to acquire an exclusive license to use GLOPERBA from Romeg (see Note 3). The Company determined the acquisition of licenses to be an asset acquisition. The fair value of consideration transferred of $

5.7

million was assigned to acquired licenses with an amortization period of approximately

years.

As of September 30, 2022, the weighted average remaining life for identifiable intangible assets was

10.6

years. Aggregate amortization expense was $

2.9

million and $

2.8

million for the nine months ended September 30,

2022 and 2021, respectively. Patent rights and acquired technology are amortized over a

15-year

period. Assembled workforce is amortized over a

5-year

period.

Estimated future amortization expense related to intangible assets at September 30, 2022 is as follows (in thousands):


Year ended December 31,	Amount
2022 (remaining three months)	$	1,027
2023	$	4,106
2024	$	4,031
2025	$	4,006
2026	$	4,006
Thereafter	$	24,441
Total	$	41,617

7.	Goodwill and Intangible Assets

As of December

2021

and

2020

, the Company had recorded goodwill of $

13.5

million. The Company performed a qualitative test for goodwill impairment during the fourth quarter of

2021

. Based upon the results of the qualitative testing, the Company concluded that it is

more-likely-than-not

that the fair value of the Company’s goodwill was in excess of the carrying value and therefore performing the first step of the

two-step

impairment test was unnecessary.

goodwill impairment was recognized for the years ended December

2021

2020

, and

2019

The Company’s intangible assets, excluding goodwill, are composed of patent rights, acquired technology and assembled workforce. Amortization of the intangible assets that have finite useful lives is generally recorded on a straight-line basis over their useful lives.

A summary of the Company’s identifiable intangible assets as of December 31, 2021 and 2020 is as follows (in thousands):


	December 31, 2021
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	11,239	$	21,391
Acquired technology		21,940		4,754		17,186
Assembled workforce		500		275		225

Total intangible assets	$	55,070	$	16,268	$	38,802


	December 31, 2020
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	9,064	$	23,566
Acquired technology		21,940		3,291		18,649
Assembled workforce		500		175		325

Total intangible assets	$	55,070	$	12,530	$	42,540

As of December

2021

, the weighted average remaining life for identifiable intangible assets is

10.6

years. Aggregate amortization expense was $

3.7

million for each of the years ended December

2021

2020

, and

2019

. Patent rights and acquired technology are amortized over a

15-year

period. Assembled workforce is amortized over a

5-year

period.

Estimated future amortization expense related to intangible assets at December 31, 2021 is as follows (in thousands):


Year Ending December 31,	Amount
2022	$	3,738
2023		3,738
2024		3,663
2025		3,638
2026		3,638
Thereafter		20,387

Total	$	38,802

impairment charges related to intangible assets were recorded during the years ended

December 31, 2021 and 2020.

Debt

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Debt

2018 Purchase Agreements and Indenture

On September 7, 2018, Scilex Pharma and Sorrento entered into Purchase Agreements (the “2018 Purchase Agreements”) with certain investors (collectively, the “Scilex Pharma Note Purchasers”). Pursuant to the 2018 Purchase Agreements, on September 7, 2018, Scilex Pharma, among other things, issued and sold to the Scilex Pharma Note Purchasers senior secured notes due

2026

in an aggregate principal amount of $

224.0

million (the “Scilex Pharma Notes”) for an aggregate purchase price of $

140.0

million (the “Offering”). The Scilex Pharma Notes are governed by an indenture (as amended, the “Indenture”) with Scilex Pharma, as issuer, U.S. Bank National Association, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), and Sorrento, as guarantor. Pursuant to the Indenture, Sorrento agreed to irrevocably and unconditionally guarantee, on a senior unsecured basis, the punctual performance and payment when due of all obligations of Scilex Pharma under the Indenture (the “Guarantee”).

Actual cumulative net sales of ZTlido from the issue date of the Scilex Pharma Notes through December 31, 2021 did not equal or exceed $

481.0

million, which resulted in a $

28.0

million increase in the principal amount of the Scilex Pharma Notes, effective

February 15, 2022

. As a result, the Company recorded the increase of $

28.0

million in principal and

non-operating

expense at December 31, 2021.

Effective February 14, 2022, Scilex Pharma issued to Sorrento a draw notice under the Letter of Credit as required under the terms of the Indenture because actual cumulative net sales of ZTlido from the issue date of the Scilex Pharma Notes through December 31, 2021 were less than a specified sales threshold for such period. As a result of the draw notice being issued, Sorrento paid to Scilex Pharma $

35.0

million in a single

lump-sum

amount as a subordinated loan and Scilex Pharma became subject to a minimum cash requirement of $

10.0

million. In February 2022, Scilex Pharma repurchased Scilex Pharma Notes from the holders thereof on a pro rata basis in an aggregate amount equal to $

20.0

million.

On June 2, 2022, Sorrento and Scilex Pharma entered into a Consent Under and Amendment No. 4 to Indenture (the “Amendment No. 4”) with U.S. Bank Trust Company, National Association (as successor in interest to U.S. Bank National Association) and the Scilex Note Purchasers. Pursuant to Amendment

No. 4, (1) on

June 3, 2022, Scilex Pharma repurchased approximately $41.4 million of the aggregate principal amount of the outstanding Scilex Pharma Notes at 100% of the principal amount thereof, (2) the Scilex Note Purchasers agreed that Scilex Pharma can repurchase the remaining principal amount of the Scilex Pharma Notes at any time on or before September 30, 2022 for $41.4 million (subject to reduction for any quarterly royalty payments) and upon such repurchase the Scilex Note Purchasers will forgive and discharge $28.0 million of the aggregate principal amount of the Scilex Pharma Notes (the “Early Paydown Provision”), (3) the minimum

cash

requirement under the Indenture was reduced to $

5.0

million in aggregate unrestricted cash equivalents at the end of each calendar month, and (4) the maximum aggregate principal amount on the promissory note issued by Scilex Pharma to

Sorrento on October 5, 2018 was increased from up to $

25.0

million to up to $

50.0

million. The Company funded the repurchase with

cash-on-hand

and $

15.0

million received from Sorrento on June 2, 2022, which was recorded under the current related party notes payable in the Company’s consolidated balance sheets (see Note 10). The Company concluded that the Amendment No. 4 was a troubled debt restructuring for accounting purposes. The future undiscounted cash flows of the Scilex Pharma Notes were higher than the carrying value of the Scilex Pharma Notes at the time of the entry into the Amendment No. 4, and accordingly,

gain was recognized in the quarter ended June 30, 2022. Due to a decrease of $

30.4

million in the fair value of the Scilex Notes Derivative caused by the Amendment No. 4, the carrying value of the Scilex Notes was increased by $

30.4

million.

In September 2022, the Company exercised the Early Paydown Provision to fully extinguish the Scilex Pharma Notes. In August and September 2022, the Company made principal payments towards the outstanding Scilex Pharma Notes totaling $

1.7

million and $

39.7

million, respectively. Pursuant to Amendment No. 4, $

28.0

million of principal amount on the Scilex Pharma Notes was forgiven by the Scilex Pharma Note Purchasers and the Scilex Pharma Notes were fully extinguished in September 2022. The C

mpany recorded a gain on debt extinguishment of $

33.4

million as a result of the extinguishment. There are

derivative liabilities as of September 30, 2022.

Borrowings of the Scilex Notes consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Principal	$	—	$	133,997
Unamortized debt discount		—		(30,597	)
Unamortized debt issuance costs		—		(2,228	)

Carrying value		—		101,172
Current portion		—		(29,135	)

Long term portion		—		72,037

Estimated fair value	$	—	$	115,400

The Company made principal payments of $

106.0

million and $

44.2

million during the nine months ended September 30, 2022 and 2021, respectively. The imputed effective interest rate at December 31, 2021 was

7.7

%. The amount of debt discount and debt issuance costs included in interest expense for the nine months ended September 30, 2022 and 2021 was approximately $

3.1

million and $

5.9

million, respectively. The Company recorded a gain on debt extinguishment of $

28.6

million and a loss on debt extinguishment of $

14.0

million in connection with its repayments of principal made during the nine months ended September 30, 2022 and 2021, respectively.

Related Party Notes Payable

On October 5, 2018, Scilex Pharma issued to Sorrento a promissory note (see Note 10). On March 18, 2019, the Company entered into a note payable with Sorrento (see Note 10). On February 14, 2022, Sorrento paid to Scilex Pharma $

35.0

million in a single

lump-sum

amount as a subordinated loan (see Note 10). On May 12, 2022, the Company issued Sorrento a promissory note of $

5.0

million in exchange for the

SP-104

Assets (see Note 3).

2020 Revolving Credit Facility

On December

14, 2020, Scilex Pharma entered into the Credit and Security Agreement (the “Credit Agreement”) with CNH Finance Fund I, L.P. (“CNH”) which provides Scilex Pharma with the ability to incur

indebtedness under an accounts receivable revolving loan facility in an aggregate amount of $10.0 million and the incurrence of liens and the pledge of collateral to CNH in connection with the revolving loan facility. Under the terms of the Credit Agreement, interest will accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus 1.75%. All indebtedness incurred and outstanding will be due and payable in full on January 1, 2024; unless the Credit Agreement is earlier terminated. As of December 31, 2021, the outstanding

balance was $8.8 million. On February 16, 2022, the Company notified CNH that it was terminating the Credit Agreement, effective March 18, 2022. Upon termination, all principal balances and interest accrued were settled.

Debt

2018 Purchase Agreements and Indenture

On September

2018

, Scilex Pharma and Sorrento entered into Purchase Agreements (the “

2018

Purchase Agreements”) with certain investors (collectively, the “Scilex Pharma Note Purchasers”). Pursuant to the

2018

Purchase Agreements, on September

2018

, Scilex Pharma, among other things, issued and sold to the Scilex Pharma Note Purchasers senior secured notes due

2026

in an aggregate principal amount of $

224.0

million (the “Scilex Pharma Notes”) for an aggregate purchase price of $

140.0

million (the “Offering”). The Scilex Pharma Notes are governed by an indenture (as amended, the “Indenture”) with Scilex Pharma, as issuer, U.S.

Bank

National

Association, a national banking association, as trustee (the “Trustee”) and collateral agent (the “Collateral Agent”), and Sorrento, as guarantor. Pursuant to the Indenture, Sorrento agreed to irrevocably and unconditionally guarantee, on a senior unsecured basis, the punctual performance and payment when due of all obligations of Scilex Pharma under the Indenture (the “Guarantee”).

The net proceeds of the Offering were approximately $

89.3

million, after deducting the Offering expenses payable by Scilex Pharma and funding a segregated reserve account with $

20.0

million (the “Reserve Account”) and a segregated collateral account with $

25.0

million (the “Collateral Account”) pursuant to the terms of the Indenture. Funds in the Reserve Account were to be released to Scilex Pharma upon receipt by the Trustee of an officer’s certificate under the Indenture from Scilex Pharma confirming receipt of a marketing approval letter from the FDA with respect to

SP-103

or a similar product with a concentration of not less than

% (the “Marketing Approval Letter”) on or prior to July

2023

. Funds in the Collateral Account were to be released to Scilex Pharma only upon receipt of a written consent authorizing such release from the holders of a majority in principal amount of the Scilex Pharma Notes issued, upon the occurrence and during the continuance of an event of default at the direction of the holders of a majority in principal amount of the Scilex Pharma Notes issued or upon the repayment in full of all amounts owed under the Scilex Pharma Notes.

On each February

, May

, August

and November

, beginning with February

2019

, the holders of the Scilex Pharma Notes were initially entitled to receive quarterly payments of the principal of the Scilex Pharma Notes equal to a fixed percentage, ranging from

% to

%, of the net sales of ZTlido for the prior fiscal quarter. However, because Scilex Pharma did not receive the Marketing Approval Letter by March

2021

, the percentage of net sales payable was increased to be in the range of

% to

%. If actual cumulative net sales of ZTlido from October

2022

through September

2023

are less than approximately $

218.1

million, then Scilex Pharma will be obligated to pay an additional installment of the principal of the Scilex Pharma Notes each quarter in an amount between approximately $

10.1

million and approximately $

30.6

million, with the amount of the additional installment of principal to be determined by reference to the amount by which cumulative net sales of ZTlido from October

2022

through September

2023

are less than approximately $

218.1

million.

Under the terms of the Indenture, the aggregate principal amount due under the Scilex Pharma Notes was to be increased by $

28.0

million on February

2022

if actual cumulative net sales of ZTlido from September

2018

through December

2021

were less than approximately $

481.0

million. As actual cumulative net sales of ZTlido from the issue date of the Scilex Pharma Notes through December

2021

did not equal or exceed the $

481.0

million threshold for such period, the Company recorded the increase of $

28.0

million in the debt principal balance with an offset to Scilex Pharma Notes principal increase at December

2021

If actual cumulative net sales of ZTlido for the period from October

2022

through September

2023

are less than approximately $

290.7

million, then the aggregate principal amount due under the Scilex Pharma Notes will be increased on

November 15, 2023

by between approximately $

2.6

million and approximately $

84.8

million, with the amount of the principal increase to be determined by reference to the amount by which the cumulative net sales of ZTlido from October

2022

through September

2023

is less than approximately $

290.7

million.

The final maturity date of the Scilex Pharma Notes is

August 15, 2026

. The Scilex Pharma Notes may be redeemed in whole at any time upon

days’ written notice at Scilex Pharma’s option prior to August

2026

at a redemption price equal to 100% of the then-outstanding principal amount of the Scilex Pharma Notes. In addition, upon a change of control of Scilex Pharma (as defined in the Indenture), each holder of a Scilex Pharma Note shall have the right to require Scilex Pharma to repurchase all or any part of such holder’s Scilex Pharma Note at a repurchase price in cash equal to 101% of the then-outstanding principal amount

thereof.

The 2018 Purchase

Agreements include the terms and conditions of the offer and sale of the Scilex Pharma Notes, representations and warranties of the parties, indemnification and contribution obligations and other terms and conditions customary in agreements of this

type.

The Indenture governing the Scilex Pharma Notes contains customary events of default with respect to the Scilex Pharma Notes (including a failure to make any payment of principal on the Scilex Pharma Notes when due and payable), and, upon certain events of default occurring and continuing, the Trustee by notice to Scilex Pharma, or the holders of at least

% in principal amount of the outstanding Scilex Pharma Notes by notice to Scilex Pharma and the Trustee, may (subject to the provisions of the Indenture) declare

100

% of the then-outstanding principal amount of the Scilex Pharma Notes to be due and payable. Upon such a declaration of acceleration, such principal will be due and payable immediately. In the case of certain events, including bankruptcy, insolvency or reorganization involving Sorrento or Scilex Pharma, the Scilex Pharma Notes will automatically become due and payable.

Pursuant to the Indenture, the Company and Scilex Pharma must also comply with certain covenants with respect to the commercialization of ZTlido, as well as customary additional affirmative covenants, such as furnishing financial statements to the holders of the Scilex Pharma Notes, minimum cash requirements and net sales reports; and negative covenants, including limitations on the following: the incurrence of debt; the payment of dividends, the repurchase of shares and under certain conditions making certain other restricted payments; the prepayment, redemption or repurchase of subordinated debt; a merger, amalgamation or consolidation involving Scilex Pharma; engaging in certain transactions with affiliates; and the making of investments other than those permitted by the Indenture.

The Scilex Pharma Notes and related Guarantee have not been, and will not be, registered under the Securities Act or the securities laws of any other jurisdiction and may not be offered or sold in the United States without registration or an applicable exemption from registration requirements. The holders of the Scilex Pharma Notes do not have any registration rights. Pursuant to a Collateral Agreement by and among Scilex Pharma, the Trustee and the Collateral Agent (the “Collateral Agreement”), the Scilex Pharma Notes will be secured by ZTlido and all of the existing and future property and assets of Scilex Pharma necessary for, or otherwise relevant to, now or in the future, the manufacture and sale of ZTlido, on a worldwide basis (exclusive of Japan), including, but not limited to, the intellectual property related to ZTlido, the marketing or similar regulatory approvals related to ZTlido, any licenses, agreements and other contracts related to ZTlido, and the current assets related to ZTlido such as inventory, accounts receivable and cash and any and all future iterations, improvements or modifications of such product made, developed or licensed (or

sub-licensed)

by Scilex Pharma or any of its affiliates or licensees (or

sub-licensees)

(including

SP-103).

Pursuant to the terms of the Indenture, Sorrento issued an irrevocable standby letter of credit to Scilex Pharma (the “Letter of Credit”), which provides that, in the event that

(1)

Scilex Pharma did not hold at least $

4.0

million in unrestricted cash as of the end of any calendar month during the term of the Scilex Pharma Notes,

(2)

actual cumulative net sales of ZTlido from September

2018

through December

2021

were less than a specified sales threshold for such period, or

(3)

actual cumulative net sales of ZTlido for any calendar year during the term of the Scilex Pharma Notes, beginning with the

2022

calendar year, were less than a specified sales threshold for such calendar year, Scilex Pharma as beneficiary of the Letter of Credit, would be required to draw, and Sorrento would be required to pay to Scilex Pharma, $

35.0

million in a single

lump-sum

amount as a subordinated loan. The Letter of Credit was to terminate upon the earliest to occur of: (a) the repayment of the Scilex Pharma Notes in full, (b) the actual net sales of ZTlido for any calendar year during the term of the Scilex Pharma Notes exceeding a certain threshold, (c) the consummation of an initial public offering on a major international stock

exchange by the Company that satisfies certain valuation thresholds, and (d) the replacement of the Letter of Credit with another letter of credit in form and substance, including as to the identity and creditworthiness of issuer, reasonably acceptable to the holders of at least 80% in principal amount of outstanding Scilex Pharma Notes.

On December 14, 2020, Scilex,

Sorrento, the Trustee and the Agent, and the beneficial owners of the Scilex Pharma Notes and the Scilex Note Purchasers entered into a Consent Under and Amendment No.

to Indenture and Letter of Credit (“Amendment No.

”), which amended: (i) the Indenture, and (ii) the Letter of

Credit.

Pursuant to Amendment No.

, the Holders agreed to release all of the aggregate $

45.0

million in restricted funds held in the Reserve Account and the Collateral Account for the purpose of consummating the repurchase of an aggregate of $

45.0

million of principal amount of the Scilex Pharma Notes from the Holders on a pro rata basis at a purchase price equal to

100

% of the principal amount thereof (such repurchase, the “Scilex Repurchase”). In connection with the Scilex Repurchase, the parties also agreed to remove (i) Sorrento’s obligations under the Indenture to repurchase $

25.0

million of Scilex Pharma Notes from the Holders if the Letter of Credit is drawn on and (ii) Scilex Pharma’s obligation to repurchase $

20.0

million of Scilex Pharma Notes from the Holders if Scilex Pharma did not receive the Marketing Approval Letter on or prior to

July 1, 2023

. On December

2020

, the restricted funds in the Reserve Account and the Collateral Account were released and the Scilex Repurchase was effected.

Amendment No.

also revised the minimum cash covenant in the Indenture to provide that the amount of cash equivalents in bank accounts that Scilex Pharma is required to have as of the end of any calendar month shall, commencing with the month ending December

2020

, be equal to at least $

4.0

million in the aggregate, provided that if Scilex Pharma did not effectuate (i) the December Optional Repurchase (as defined below) and (ii) at least one of either (x) the February Optional Repurchase (as defined below) or (y) the April Optional Repurchase (as defined below), then, commencing with the month ending April

2021

, and for each month thereafter, such amount would have been required to be at least $

10.0

million in the aggregate. If Scilex Pharma fails to meet the foregoing minimum cash requirements, then Scilex Pharma will be required to draw on the Letter of Credit.

Amendment No.

also provided Scilex Pharma with the option, in its sole and absolute discretion, to repurchase Scilex Pharma Notes from the holders thereof on a pro rata basis on each of December

2020

(the “December Optional Repurchase”), February

2021

(the “February Optional Repurchase”) and April

2021

(the “April Optional Repurchase”), in each case in an aggregate amount equal to the lesser of $

20.0

million or the then-outstanding principal amount of the Scilex Pharma Notes, at a purchase price in cash equal to

100

% of the principal amount thereof. Scilex Pharma effectuated the December Optional Repurchase, the February Optional Repurchase, and the April Optional Repurchase, which reduced the aggregate principal amount of the Scilex Pharma Notes by $

60.0

million and resulted in the minimum unrestricted requirement remaining at $

4.0

million.

Amendment No.

further provided that in the event that the Letter of Credit is drawn upon by Scilex Pharma, then Scilex Pharma had to, within five business days of such draw, repurchase the Scilex Pharma Notes from the holders thereof on a pro rata basis in an aggregate amount equal to the lesser of $

20.0

million or the then-outstanding principal amount of Scilex Pharma Notes, at a purchase price in cash equal to

100

% of the principal amount thereof. In addition, upon the Letter of Credit being drawn on, Scilex Pharma is required to have minimum cash of $

10.0

million at all times thereafter. In February

2022

, Scilex Pharma drew upon the Letter of Credit with Sorrento and, as such, repaid $

20.0

million of the principal amount of the Scilex Pharma Notes and became subject to a minimum cash requirement of $

10.0

million.

Pursuant to Amendment No.

, the Holders also consented to Scilex Pharma incurring up to $

10.0

million of indebtedness in connection with an accounts receivable revolving loan facility (discussed below).

The Company accounted for Amendment No.

as a debt modification under ASC Topic

470-50

as modified terms were not substantially different than the

pre-modified

terms. The execution of Amendment No.

resulted

in an additional derivative liability of $

2.8

million, which pertains to a $

9.6

million distribution to Sorrento with respect to a contingent accelerated repayment on the Scilex Pharma Notes in connection with the Letter of Credit and $

6.8

million reduction to the debt discount on the Scilex Pharma Notes.

To estimate the fair value of the Scilex Pharma Notes, the Company uses the discounted cash flow method under the income approach, which involves significant Level

inputs and assumptions, combined with a Monte Carlo simulation, as appropriate. The value of the debt instrument is based on the present value of future principal payments and the discounted rate of return reflective of the Company’s credit

risk.

Borrowings of the Scilex Pharma Notes are as follows (in thousands):


	December 31,
	2021			2020
Principal	$	133,997		$	151,872
Unamortized debt discount		(30,597	)		(51,022	)
Unamortized debt issuance costs		(2,228	)		(3,711	)

Carrying value		101,172			97,139
Current portion		(29,135	)		(4,881	)

Long term portion		72,037			92,258

Estimated fair value	$	115,400		$	122,300

Future minimum payments under the Scilex Pharma Notes, based on a percentage of projected net sales of ZTlido are estimated as follows (in thousands):


Year Ending December 31,	2021
2022	$	29,135
2023		12,005
2024		13,637
2025		14,746
2026		64,474

Total minimum future payments	$	133,997

The Company made principal payments of $

45.9

million, $

69.8

million, and $

2.3

million during the fiscal years ended December

2021

2020

, and

2019

, respectively.

Debt discount and debt issuance costs, which are presented as a direct reduction of the Scilex Pharma Notes in the consolidated balance sheets, are amortized as interest expense using the effective interest method. As principal repayments on the Scilex Pharma Notes are based on a percentage of net sales of ZTlido and

SP-103,

if the Marketing Approval Letter is received, the Company has elected to account for changes in estimated cash flows from future net sales prospectively. Specifically, a new effective interest rate will be determined based on revised estimates of remaining cash flows and changes in expected cash flows will be recognized prospectively. The imputed effective interest rate at December

2021

and

2020

was

7.7

% and

9.15

%, respectively. The amount of debt discount and debt issuance costs included in interest expense for the years ended December

2021

2020

and

2019

was approximately $

7.9

million, $

10.7

million and $

15.0

million, respectively.

The Company identified a number of embedded derivatives that require bifurcation from the Scilex Pharma Notes and separate accounting in the consolidated financial statements as derivative liabilities. Certain of these embedded features included default interest provisions, contingent rate increases, contingent put options, optional and automatic acceleration provisions and indemnified taxes. The Company recorded this derivative within its consolidated financial statements (See Note

. The Company

re-evaluates

this assessment each reporting period.

The Scilex Pharma Notes also provide that, upon the occurrence of an event of default, the holders of at least

% in principal amount of the outstanding Scilex Pharma Notes may, by written notice to Scilex Pharma, declare all of the outstanding principal and premium under such Scilex Pharma Notes immediately due and payable. For purposes of the Scilex Pharma Notes, an event of default includes, among other things, (i) Scilex Pharma’s failure to pay outstanding material indebtedness, including the Scilex Pharma Notes, when due (ii) Scilex Pharma’s breach of its representations and warranties or failure to comply with its covenants and obligations under the Scilex Pharma Notes or (iii) the occurrence of certain insolvency or bankruptcy events (both voluntary and involuntary) involving Scilex Pharma. The Company is in compliance with event of default clauses.

Related Party Notes Payable

On October

2018

, Scilex Pharma issued to Sorrento a promissory note (see Note

13)

. On March

2019

, the Company entered into a note payable with Sorrento (see Note

13)

2020 Revolving Credit Facility

On December

2020

, Scilex Pharma entered into the Credit and Security Agreement (the “Credit Agreement”) with CNH Finance Fund I, L.P. (“CNH”) which provides Scilex Pharma with the ability to incur indebtedness under an accounts receivable revolving loan facility in an aggregate amount of $

10.0

million and the incurrence of liens and the pledge of collateral to CNH in connection with the revolving loan facility. Under the terms of the Credit Agreement, interest will accrue daily on the principal amount outstanding at a rate per annum equal to the Wall Street Journal Prime Rate plus

1.75

%. All indebtedness incurred and outstanding will be due and payable in full on January

2024

; unless the Credit Agreement is earlier terminated. As of December

2021

and

2020

, the outstanding balance was $

8.8

million and $

9.5

million, respectively. On February

2022

, the Company notified CNH that it was terminating the Credit Agreement, effective

March 18, 2022

. Upon termination, all principal balances and interest accrued were

settled.

Paycheck Protection Program

In May

2020

, the Company received the proceeds from a loan in the amount of $

1.6

million (the “PPP Loan”) from Bank of America, as the lender, pursuant to the Paycheck Protection Program (“PPP”) of the Coronavirus Aid, Relief, and Economic Security Act (the “CARES Act”). The PPP Loan matures on

May 05, 2022

and bears interest at a rate of

1.0

% per annum. The PPP Loan is evidenced by a promissory note dated May

2020

(the “Note”), which contains customary events of default relating to, among other things, payment defaults and breaches of representations and

warranties.

Under the CARES Act, loan forgiveness is available for the sum of documented payroll costs, covered rent payments, covered mortgage interest and covered utilities during the twenty-four-week period, beginning on the date of loan approval. For purposes of the CARES Act, payroll costs exclude compensation of an individual employee in excess of $

100,000

, prorated annually. Not more than

% of the forgiven amount may be for

non-payroll

costs. Forgiveness is reduced if full-time headcount declines, or if salaries and wages for employees with salaries of $

100,000

or less annually are reduced by more than

%. In the event the PPP Loan, or any portion thereof, is forgiven pursuant to the PPP, the amount forgiven is applied to outstanding principal. The Company used all of the proceeds from the PPP Loan to retain employees and maintain payroll. In May

2021

, the Company received confirmation from the SBA that the entire PPP Loan was forgiven and recorded a gain on debt extinguishment of $

1.6

million, which is included in loss on debt extinguishment, net, on the consolidated statements of operations for the year ended

December 31, 2021.

The entire disclosure for information about short-term and long-term debt arrangements, which includes amounts of borrowings under each line of credit, note payable, commercial paper issue, bonds indenture, debenture issue, own-share lending arrangements and any other contractual agreement to repay funds, and about the underlying arrangements, rationale for a classification as long-term, including repayment terms, interest rates, collateral provided, restrictions on use of assets and activities, whether or not in compliance with debt covenants, and other matters important to users of the financial statements, such as the effects of refinancing and noncompliance with debt covenants.

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Warrants

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Warrants [Line Items]

WARRANTS

NOTE 8. WARRANTS

As of September 30, 2022 and December 31, 2021, there were 6,900,000 Public Warrants outstanding. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

No Public Warrants will be exercisable for cash unless the Company has an effective and current registration statement covering the issuance of the ordinary shares issuable upon exercise of the warrants and a current prospectus relating to such ordinary shares. Notwithstanding the foregoing, if a registration statement covering the issuance of the ordinary shares issuable upon exercise of the Public Warrants is not effective within 90 days from the closing of a Business Combination, warrant holders may, until such time as there is an effective registration statement and during any period when the Company shall have failed to maintain an effective registration statement, exercise warrants on a cashless basis pursuant to an available exemption from registration under the Securities Act. If an exemption from registration is not available, holders will not be able to exercise their warrants on a cashless basis. The Public Warrants will expire five years after the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $

0.01

per warrant;

•

at any time while the warrants become exercisable;

•

upon not less than

days’ prior written notice of redemption to each warrant holder;

•

if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $

18.00

per share (subject to adjustment) for any

trading days within a

-trading

day period commencing after the warrants become exercisable and ending on the third trading business day prior to the notice of redemption to the warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire

-day

trading period referred to above and continuing each day thereafter until the date of redemption.

If the Company calls the Public Warrants for redemption, management will have the option to require all holders that wish to exercise the Public Warrants to do so on a “cashless basis,” as described in the warrant agreement.

shares at a price below its exercise price. The Company has agreed to use its best efforts to have declared effective a prospectus relating to the ordinary shares issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

9.20

per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than

% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the

trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $

9.20

per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to

115

% of the higher of the Market Value and the Newly Issued Price, the $

18.00

per share redemption trigger price will be adjusted (to the nearest cent) to be equal to

180

% of the higher of the Market Value and the Newly Issued Price.

At September 30, 2022 and December 31, 2021, there were 6,840,000 Private Placement Warrants outstanding. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will be exercisable for cash (even if a registration statement covering the issuance of the ordinary shares issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option and will not be redeemable by the Company, in each case so long as they are held by the initial purchasers or their affiliates.

NOTE 8 — WARRANTS

As of December 31, 2021 and 2020, there were 6,900,000 and 0 Public Warrants outstanding, respectively. Public Warrants may only be exercised for a whole number of shares. No fractional shares will be issued upon exercise of the Public Warrants. The Public Warrants will become exercisable on the later of (a) the completion of a Business Combination and (b) 12 months from the closing of the Initial Public Offering. The Public Warrants will expire five years from the completion of a Business Combination or earlier upon redemption or liquidation.

The Company may redeem the Public Warrants:

•

in whole and not in part;

•

at a price of $0.01 per warrant;

•

at any time while the warrants become exercisable;

•

upon not less than 30 days’ prior written notice of redemption to each warrant holder;

•

if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a

30-trading

day period commencing after the warrants become exercisable and ending on the third trading business day prior to the notice of redemption to the warrant holders; and

•

if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire

30-day

trading period referred to above and continuing each day thereafter until the date of redemption.

The exercise price and number of ordinary shares issuable upon exercise of the warrants may be adjusted in certain circumstances including in the event of a share dividend, extraordinary dividend or recapitalization, reorganization, merger or consolidation. However, the warrants will not be adjusted for issuance of ordinary shares at a price below its exercise price. The Company has agreed to use its best efforts to have declared effective a prospectus relating to the ordinary shares issuable upon exercise of the warrants and keep such prospectus current until the expiration of the warrants. However, if the Company does not maintain a current prospectus relating to the ordinary shares issuable upon exercise of the warrants, holders will be unable to exercise their warrants for cash and the Company will not be required to net cash settle or cash settle the warrant exercise. There will be no redemption rights upon the completion of a Business Combination with respect to the Company’s warrants. If the Company is unable to complete a Business Combination within the Combination Period and the Company liquidates the funds held in the Trust Account, holders of warrants will not receive any of such funds with respect to their warrants, nor will they receive any distribution from the Company’s assets held outside of the Trust Account with the respect to such warrants. Accordingly, the warrants may expire worthless.

In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.

At December 31, 2021 and 2020, there were 6,840,000 and 0 Private Placement Warrants outstanding, respectively. The Private Placement Warrants are identical to the Public Warrants underlying the Units sold in the Initial Public Offering, except that the Private Placement Warrants will be exercisable for cash (even if a registration statement covering the issuance of the ordinary shares issuable upon exercise of such warrants is not effective) or on a cashless basis, at the holder’s option and will not be redeemable by the Company, in each case so long as they are held by the initial purchasers or their affiliates.

Shareholders' Deficit

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Class of Stock [Line Items]

SHAREHOLDERS' DEFICIT

9.	Stockholders’ Equity

The total number of authorized shares of preferred stock of Scilex Holding is

20,000,000

, of which

shares were issued and outstanding at December

2021

and

2020

. The total number of authorized shares of common stock of Scilex Holding is

350,000,000

, of which

197,266,338

shares were issued and outstanding at

December 31, 2021 and 2020.

Class of Stock [Line Items]

SHAREHOLDERS' DEFICIT

NOTE 7. SHAREHOLDERS’ DEFICIT

Preference Shares

—

The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At September 30, 2022 and December 31, 2021, there were no preference shares issued or outstanding.

Ordinary Shares

— The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. At September 30, 2022, there were 3,450,000 shares of ordinary shares issued and outstanding, excluding 9,726,395 ordinary shares subject to possible redemption which are presented as temporary equity. At December 31, 2021, there were 3,450,000 shares of ordinary shares issued and outstanding, excluding 13,800,000 ordinary shares subject to possible redemption which are presented as temporary equity.

NOTE 7 — SHAREHOLDERS’ EQUITY

Preference Shares

— The Company is authorized to issue 1,000,000 preference shares with a par value of $0.0001 per share, with such designations, voting and other rights and preferences as may be determined from time to time by the Company’s board of directors. At December 31, 2021 and 2020, there were no preference shares issued or outstanding.

Ordinary Shares

— The Company is authorized to issue 200,000,000 ordinary shares with a par value of $0.0001 per share. Holders of ordinary shares are entitled to one vote for each share. At December 31, 2021, there were 3,450,000 shares of ordinary shares issued and outstanding, excluding 13,800,000 ordinary shares subject to possible redemption which are presented as temporary equity. At December 31, 2020, there were 3,450,000 ordinary shares issued or outstanding.

The entire disclosure for shareholders' equity comprised of portions attributable to the parent entity and noncontrolling interest, including other comprehensive income. Includes, but is not limited to, balances of common stock, preferred stock, additional paid-in capital, other capital and retained earnings, accumulated balance for each classification of other comprehensive income and amount of comprehensive income.

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Compensation And Employee Benefit Plans [Abstract]

Stock Incentive and Employee Benefit Plans

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Stock Incentive and Employee Benefit Plans

7.	Stock Incentive and Employee Benefit Plans

2017 Equity Incentive Plan

In June

2017, Scilex Pharma adopted the Scilex Pharmaceuticals Inc. 2017 Equity Incentive Plan (the “Scilex Pharma 2017 Plan”). The Scilex Pharma 2017 Plan reserved

24.0

million shares of Scilex Pharma common stock.

Stock options granted under the Scilex Pharma 2017 Plan typically vest 1/4th of the shares on the first anniversary of the vesting commencement date and 1/48th of the remaining options vest each month thereafter.

The Scilex Pharma 2017 Plan was amended and restated on July 5, 2018.

Upon the closing of the Merger of Semnur, the Scilex Pharma 2017 Plan was terminated, and each option to purchase Scilex Pharma’s common stock outstanding and unexercised immediately prior to the closing of the Merger of Semnur was cancelled and substituted for that number of options

acquire common stock of Scilex

Holding.

Scilex Holding Company 2019 Stock Option Plan

The board of

directors of the Company adopted the Scilex Holding Company 2019 Stock Option Plan (the “2019 Stock Option Plan”) on May 28, 2019. The 2019 Stock Option Plan was approved by the Company’s stockholders on June 7, 2019. As of December 31, 2019, 30.0 million shares of common stock of the Company were reserved for issuance pursuant to the 2019 Stock Option Plan. On December 21, 2020, the board of directors approved an amendment to the 2019 Stock Option Plan to reserve an additional

15.0

million shares of common stock for issuance under the 2019 Stock Option Plan. As of December 31, 2020,

45.0

million shares of common stock of the Company were reserved for issuance pursuant to the 2019 Stock Option Plan.

Stock options granted under the 2019 Stock Option Plan typically vest with respect to 1/4th of the shares on the first anniversary of the vesting commencement date and 1/48th of the remaining shares on each monthly anniversary thereafter.

As of September 30, 2022, options to purchase

25,159,760

shares of the common stock of Scilex Holding were outstanding, which is comprised of options to purchase

24,054,760

shares of common stock that were outstanding under the 2019 Stock Option Plan and options to purchase

1,105,000

shares of common stock that were outstanding pursuant to options previously granted under the Scilex Pharma 2017 Plan. As of September 30, 2022,

20,945,240

shares of the Company’s common stock were reserved for awards available for future issuance under the 2019 Stock Option Plan.

Total stock-based compensation recorded within operating expenses was $

4.0

million and $

4.4

million for the nine months ended September 30, 2022 and 2021, respectively.

he total unrecognized compensation costs related to unvested employee and

non-employee

stock option grants as of September 30, 2022 was $

3.9

million and the weighted average period over which these grants are expected to vest is

1.4

years.

Employee Benefit Plan

The Company maintains a defined contribution 401(k) plan available to eligible employees, which is administered by Sorrento. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the 401(k) plan totaling $

0.3

million and $

0.2

million for each of the nine months ended September 30, 2022 and 2021, respectively.

10.	Stock Incentive and Employee Benefit Plans

2017 Equity Incentive Plan

In June

2017

, Scilex Pharma adopted the Scilex Pharmaceuticals Inc.

2017

Equity Incentive Plan (the “Scilex Pharma

2017

Plan”). The Scilex Pharma

2017

Plan reserved

24.0

million shares of Scilex Pharma common stock.

The Scilex Pharma

2017

Plan was amended and restated on July

2018

Upon the Merger Closing, the Scilex Pharma

2017

Equity Incentive Plan was terminated, and each option to purchase Scilex Pharma’s common stock outstanding and unexercised immediately prior to the Merger Closing was cancelled and substituted for that number of options to acquire common stock of Scilex Holding.

Scilex Holding Company 2019 Stock Option Plan

The board of directors of the Company adopted the Scilex Holding Company

2019

Stock Option Plan (the “

2019

Stock Option Plan”) on May

2019

. The

2019

Stock Option Plan was approved by the Company’s stockholders on June

2019

. As of December

2019

30.0

million shares of common stock of the Company were reserved for issuance pursuant to the

2019

Stock Option Plan. On December

2020

, the board of directors approved an amendment to the

2019

Stock Option Plan to reserve an additional

15.0

million shares of common stock for issuance under the

2019

Stock Option Plan. As of December

2020

45.0

million shares of common stock of the Company were reserved for issuance pursuant to the

2019

Stock Option Plan.

As of December

2021

, options to purchase

28,163,510

shares of the common stock of Scilex Holding were outstanding, which is comprised of options to purchase

26,743,510

shares of common stock that were outstanding under the

2019

Stock Option Plan and options to purchase

1,420,000

shares of common stock that were outstanding pursuant to options previously granted under the Scilex Pharma

2017

Plan. As of December

2021

18,256,490

shares of the Company’s common stock were reserved for awards available for future issuance under the

2019

Stock Option Plan.

Total stock-based compensation recorded within operating expenses was $

5.8

million, $

5.4

million and $

4.3

million for the years ended December

2021

2020

and

2019

, respectively.

The total unrecognized compensation costs related to unvested employee and nonemployee stock option grants as of December

2021

was $

8.8

million and the weighted average period over which these grants are expected to vest is

1.8

years.

Option Valuation

The Company calculates the fair value of stock-based compensation awards granted to employees and nonemployees using the Black-Scholes option-pricing method. The Black-Scholes option-pricing method requires the use of subjective assumptions, including stock price volatility, the expected life of stock options, risk free interest rate and the fair value per share of the underlying common stock on the date of grant. The assumptions used in the Black-Scholes option-pricing method related to options issued to employees and nonemployees for the years ended 2020 and 2019 is set forth below:


	Year Ended December 31,
	2020		2019
Weighted-average grant date fair value		$0.83		$0.87
Expected dividend yield		0.00%		0.00%
Expected stock-price volatility		90.00%		89.00% - 104.00%
Risk-free interest rate		0.53%		1.63% - 2.50%
Term of options		5.60		5.76 - 6.08
Fair value per share of common stock on date of grant		$1.16		$1.16
Exercise price		$1.16		$1.16

Expected dividend yield

. The Company bases the expected dividend yield assumption on the fact that the Company has never paid cash dividends and has no present intention to pay cash dividends on the Company’s common stock.

Expected stock-price volatility

. The expected stock-price volatility assumption is based on volatilities of a peer group of similar companies whose share prices are publicly available. The peer group was developed based on companies in the transdermal patch industry. In selecting the peer group, management considered publicly-traded transdermal patch companies with existing clinical stage branded and generic transdermal patches. Management further considered the development stage of the peer group companies.

Risk-free interest rate

. The Company bases the risk-free interest rate assumption on the U.S. Treasury’s rates for U.S. Treasury

zero-coupon

bonds with maturities similar to those of the expected term of the award being valued.

Expected term of options

. The expected term of options represents the period of time when options are expected to be outstanding. Because the Company does not have historic exercise behavior, the Company determines the expected life assumption for options issued to directors and employees using the simplified method, which is an average of the contractual term of the option and its ordinary vesting period.

During the years ended December

2020

and December

2019

, Scilex Holding issued stock options to certain employees and nonemployees. Significant inputs utilized in determining the fair value of the common shares are as

follows:

March 17 and March 31, 2019 Valuations

For the valuation

performed on March

2019

and March

2019

, the fair value of the Company’s common stock was estimated using the market and income approaches. The Company weighted a guideline public company method, a market approach that uses comparable company data and applies to the subject company, equally with a discounted cash flow method, an income approach that derives value by estimating reasonable future cash flows to the equityholders and discounting them to present value using a risk-adjusted discount rate. The Company then used the Option Pricing Method (“OPM”) to allocate the concluded equity value amongst the different equity classes and determine the common stock value. These valuations resulted in a valuation of the Company’s common stock of $

1.16

per share as of March

2019

and March

2019

May 31, 2019 Valuation

For the valuation performed on May

2019

, the fair value of the Company’s common stock was estimated using a hybrid Probability Weighted Expected Return Method (“PWERM”), which estimates the value by

probability-weighting different scenarios. The Company used three going public scenarios and one stay-private scenario. For the three public scenarios, the Company utilized recent comparable initial public offerings to estimate value, which was allocated on a fully diluted basis to derive a common stock value for each scenario. For the stay-private scenario, the Company utilized the income and market approaches in line with the March

2019

valuation then allocated the concluded equity value using an OPM to derive a common stock value for the stay-private scenario. The Company then probability weighted (based on the Company’s best estimates at the time) each scenario’s common stock value to arrive at the Company’s concluded common stock value. This valuation resulted in a valuation of the Company’s common stock of $

1.16

per share as of May

2019

December 31, 2019 Valuation

For the valuation performed on December 31, 2019, the fair value of the Company’s common stock was estimated using PWERM, which estimates the value by probability-weighting different scenarios. The Company used three going public scenarios and one stay-private scenario. For the three public scenarios, the

Company

utilized recent comparable initial public offerings to estimate value, which was allocated on a fully diluted basis to derive a common stock value for each scenario. For the stay-private scenario, the Company utilized the income approach in line with the March 31, 2019 valuation then allocated the concluded equity value using an OPM to derive a common stock value for the stay-private scenario. The Company then probability weighted (based on the Company’s best estimates at the time) each scenario’s common stock value to arrive at the Company’s concluded common stock value. This valuation resulted in a valuation of the Company’s common stock of $1.16 per share as of December 31, 2019.

July 31, 2020 Valuation

For the valuation performed on July 31, 2020, the fair value of the Company’s common stock was estimated using PWERM, which estimates the value by probability-weighting different scenarios. The Company used three going public scenarios and one stay-private scenario. For the three public scenarios, the Company utilized recent comparable initial public offerings to estimate value, which was allocated on a fully diluted basis to derive a common stock value for each scenario. For the stay-private scenario, the Company utilized the income approach in line with the March 31, 2019, May 31, 2019 and December 31, 2019 valuations then allocated the concluded equity value using an OPM to derive a common stock value for the stay-private scenario. The Company then probability weighted (based on the Company’s best estimates at the time) each scenario’s common stock value to arrive at the Company’s concluded common stock value. This valuation resulted in a valuation of the Company’s common stock of $1.16 per share as of July 31, 2020.

The following represents a summary of the options outstanding at December 31, 2021, 2020, and 2019 changes during the years then ended (in thousands, other than weighted-average exercise price):


	Options			Weighted average exercise price		Aggregate Intrinsic Value

Outstanding at December 31, 2018		4,781		$	0.63	$	1,291
Granted		21,468			1.16
Exercised		—			—
Forfeited/Cancelled		(838	)		0.94

Outstanding at December 31, 2019		25,411			1.07		2,183
Granted		6,194			1.16
Exercised		(56	)		0.90
Forfeited/Cancelled		(745	)		0.94

Outstanding at December 31, 2020		30,804			1.10		2,172
Granted		—			—
Exercised		—			—
Forfeited/Cancelled		(2,641	)		0.68

Outstanding at December 31, 2021		28,163		$	1.13	$	915
Exercisable at December 31, 2021		17,177		$	1.11

Employee Benefit Plan

The Company maintains a defined contribution

401

(k) plan available to eligible employees, which is administered by Sorrento. Employee contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable under federal tax regulations. The Company made matching contributions to the

401

(k) plan totaling $

0.3

million for each of the years ended December

2021

2020

and

2019

Commitments and Contingencies

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Commitments and Contingencies (Details) [Line Items]

COMMITMENTS AND CONTINGENCIES

8.	Commitments and Contingencies

Product Development Agreement

In February 2013, Scilex Pharma became a party to a product development agreement (as amended, the “Product Development Agreement”) with two parties (the “Developers”), one of which is ITOCHU CHEMICAL FRONTIER Corporation (“Itochu”), pursuant to which the Developers will manufacture and supply lidocaine tape products, including ZTlido and

SP-103

(the “Products”), for Scilex Pharma. The Developers initially developed, and have intellectual property rights relating to, the Products. Pursuant to the Product Development Agreement, Scilex Pharma acquired an exclusive right to develop and commercialize the Products worldwide except for Japan. The Developers are responsible for sourcing and supplying lidocaine for development and commercialization purposes.

Pursuant to the Product Development Agreement, Scilex Pharma is required to make aggregate royalty payments

between

% and

% to the Developers based on net profits. During the nine months ended September 30, 2022, Scilex Pharma made the first royalty payments in the amount of $0.2 million. Net profits are defined as net sales, less cost of goods and marketing expenses. Net sales are defined as total gross sales of any Product, less all applicable deductions, to the extent accrued, paid or allowed in the ordinary course of business with respect to the sale of such Product, and to the extent that they are in accordance with U.S. GAAP. If Scilex Pharma were to sublicense the licensed technologies, the Developers will receive the same proportion of any sublicensing fees received therefrom. The Product Development Agreement will continue in full force and effect until

October 2, 2028

, the date that is

ten years

from the date of the first commercial sale of ZTlido. The Product Development Agreement will renew automatically for subsequent successive

one-year

renewal periods unless Scilex Pharma or the Developers terminate it upon

6-month

written notice. In addition, Scilex Pharma or the Developers may terminate the Product Development Agreement if (1) the other party is in material breach of the agreement and the breach is not curable, or if the breach is curable and the breaching party has not cured such material breach within

180

days after notice requesting to cure; (2) the FDA determines that the formulation of the Products would not be eligible for FDA approval in the absence of efficacy studies, and the Developers are unable to address the efficacy study requirements despite good faith efforts; (3) the market conditions are such that (a) commencing with the quarter ending March 31, 2023, Scilex Pharma’s total net profits of the Products are equal to or less than

% of Scilex Pharma’s net sales of the Products for a period of four or more consecutive quarters, or (b) the Products’ economic viability is affected by documented external circumstances deemed detrimental to all parties as agreed to by Scilex Pharma and the Developers, and the parties are unable to resolve the economic viability concerns under the foregoing clauses (a) and (b) after 30 days of good-faith discussion; (4) the parties fail to reach mutual agreement as to who will conduct the clinical studies and how the costs will be allocated; or (5) Scilex Pharma or either one of the Developers are bankrupt or make assignment for the benefit of creditors. Up to the date the financial statements were issued, the Company’s net profits for ZTlido and

SP-103

have not exceeded five percent of net sales. Accordingly, Oishi and Itochu have the right to terminate the Product Development Agreement and Commercial Supply Agreement. As of the date of this prospectus, neither Oishi nor Itochu has exercised its right of termination. Additionally, Scilex Pharma may terminate the Product Development Agreement if (i) any of the pivotal human clinical trials for any of the Products fail, or (ii) the FDA issues a “Refusal to File” for any of the Products’ regulatory approval application and, after reasonable consultation with the Developers, Scilex Pharma believes that it is commercially unreasonable to

re-file.

The Developers may terminate the Product Development Agreement if Scilex Pharma fails to file for regulatory approval for any of the Products within three months of the date on which all required components of the regulatory approval application are received by Scilex Pharma.

On February 16, 2017, Scilex Pharma entered into a Commercial Supply Agreement (as amended, the “Supply Agreement”) with the two Developers to provide commercial supply of ZTlido and

SP-103

to Scilex Pharma. The Supply Agreement contains standard terms regarding term, termination, payment, product quality and supply. In addition, the agreement provides additional terms regarding the calculation and amount of marketing expenses that may be deducted from net sales for purposes of determining the amount of net profit under the Product Development Agreement.

Exclusive Distribution Agreement

In August 2015, Scilex Pharma entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) to appoint an exclusive third-party logistics distribution provider (the “Distributor”) and as an authorized distributor of record of ZTlido (“Product”) in the United States, its territories, possessions and commonwealths for an agreed schedule of fees, subject to a

% annual adjustment. The Distribution Agreement has an initial term of

three years

following the first shipment of

FDA-approved

Product to a commercial customer and shall automatically renew for additional terms of one year each, unless written notice of termination is given by either party at least 30 days prior to the end of the initial term or any renewal term. In the event of Product recalls, Scilex Pharma is solely responsible for all Product recalls, except in the event where the recalls arise from the Distributor’s negligence or willful misconduct. Pursuant to the Distribution Agreement, Scilex Pharma will be responsible for delivery of Product to and from the Distributor’s facility, including all costs, expenses and risk of loss associated with such delivery. From late 2018 to early 2022, ZTlido was sold, and title was transferred, to the Distributor for distribution and sale to wholesalers for a fee of between

% to

% which was recorded as a

gross-to-net

sales adjustment. Beginning in April 2022, Scilex Pharma began directly selling and transferring title to distributors.

Sales Operations Services

In January 2016, Scilex Pharma entered into a project agreement with a vendor to provide sales operations services and detailing services, which was subsequently superseded by a new project agreement entered into in September 2018 (the “Project Agreement”). In connection with the detailing services, the Project Agreement provides that the vendor will provide Scilex Pharma with full-time sales representatives who shall detail the Product by making calls pursuant to a call plan on targets. These sales representatives are to be managed by field talent managers and a national project director, each of whom will also be provided by the vendor. In connection with the sales operation services, the vendor will provide certain services required for the initial implementation and ongoing operation of the sales force.

On July 1, 2020, Scilex Pharma and the vendor entered into a work order in which the parties agreed to convert substantially all of the sales representatives allocated under the Project Agreement to become employees of Scilex Pharma. The vendor will continue to provide sales operations services, fleet management services and sample accountability services. The work order was in effect until June 30, 2022 and was extended for one year upon the mutual agreement of both parties. Either party may terminate the work order with

days’ notice. Scilex Pharma paid an implementation fee of $

59.0

thousand and will pay fixed monthly fees of $

63.7

thousand to $

65.8

thousand for ongoing

services.

The Company recognized an expense of $

0.5

million and $

1.6

million within selling, general and administrative expenses for services performed for the nine months ended September 30, 2022 and 2021, respectively, including implementation fees, fixed monthly fees and pass-through costs.

Litigation

In the normal course of business, the Company may be named as a defendant in one or more lawsuits. Other than the following three lawsuits, the Company is not a party to any outstanding material litigation and management is not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations.

Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc. Litigation

On February 23, 2021, the Company filed an action in the U.S. District Court for the Northern District of California against Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc., two manufacturers of OTC lidocaine patch products, alleging, among other things, false and deceptive advertising and unfair competition under the Lanham Act and California state laws by those companies regarding their respective OTC patch products (the “Sanofi- Aventis & Hisamitsu Litigation”). This lawsuit seeks, among other relief, damages and an injunction enjoining the defendants from continuing to make false or misleading statements of fact about their respective OTC lidocaine patch products. The defendants have filed motions to dismiss, which have narrowed slightly our claims, but which motions the court has largely rejected. Discovery is proceeding. The case is currently scheduled for trial to begin on July 24, 2023. The Company cannot make any predictions about the outcome in this matter or the timing thereof.

Former Employee Litigation

On March 12, 2021, the Company filed an action in the Delaware Court of Chancery against Anthony Mack, former President of Scilex Pharma, and Virpax Pharmaceuticals, Inc. (“Virpax”), a company now headed by Mr. Mack, alleging, among other things, breach by Mr. Mack of his

non-compete

agreement with us, breach of fiduciary duty, and tortious interference by Virpax with that

non-compete

agreement (the “Former Employee Litigation”). This lawsuit seeks, among other relief, damages and an injunction enjoining Mr. Mack from further violating his

non-compete

agreement and enjoining Virpax from tortiously interfering with Mr. Mack’s

non-compete

agreement. The case was tried from September

12-14,

2022. Post-trial briefing is underway and closing arguments remain. The Company cannot make any predictions about the outcome in this matter or the timing thereof.

ZTlido Patent Litigation

On June 22, 2022, the Company filed a complaint against Aveva Drug Delivery Systems, Inc., Apotex Corp., and Apotex, Inc. (together, “Aveva”) in the U.S. District Court for the Southern District of Florida (the “Aveva Patent Litigation”) alleging infringement of certain Orange Book listed patents covering ZTlido (the “ZTlido Patents”). The Aveva Patent Litigation was initiated following the submission by Aveva, in accordance with the procedures set out in the Hatch-Waxman Act, of an ANDA. Aveva’s ANDA seeks approval to market a generic version of ZTlido prior to the expiration of the ZTlido Patents and alleges that the ZTlido Patents are invalid, unenforceable, and/or not infringed. The Company is seeking, among other relief, an order that the effective date of any FDA approval of Aveva’s ANDA be no earlier than the expiration of the asserted patents listed in the Orange Book, the latest of which expires on May 10, 2031, and such further and other relief as the court may deem appropriate. Aveva is subject to a

30-month

stay preventing it from selling a generic version of ZTlido during that time. The stay should expire no earlier than November 11, 2024. Trial in the Aveva Patent Litigation has not yet been scheduled. The Company cannot make any predictions about the final outcome of this matter or the timing thereof.

Operating Leases

Supplemental quantitative information related to leases includes the following:


	Nine Months Ended September 30,
	2022			2021

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases	$	531		$	489
ROU assets obtained in exchange for new operating lease liabilities	$	320		$	—
Weighted average remaining lease term in years — operating leases		2.0			3.1
Weighted average discount rate — operating leases		11.8	%		12.2	%

June 2022

, the Company entered into a new

non-cancelable

lease agreement for an administrative facility in Palo Alto. The lease includes annual rent increases and the option to extend. The term of the new lease is

months and the Company expects to exercise the extension option at the end of the lease.

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2022 (Remaining three months)	$	215
2023		872
2024		703
2025		—
2026		—

Total lease payments		1,790
Less imputed interest		(210	)

Total lease liabilities as of September 30, 2022	$	1,580

11.	Commitments and Contingencies

Product Development Agreement

In February

2013

, Scilex Pharma became a party to a product development agreement (as amended, the “Product Development Agreement”) with

two

parties (the “Developers”),

one

of which is ITOCHU CHEMICAL FRONTIER Corporation (“Itochu”), pursuant to which the Developers will manufacture and supply lidocaine tape products, including ZTlido and

SP-103

Pursuant to the Product Development Agreement, Scilex Pharma is required to make aggregate royalty payments between

% and

% to the Developers based on net profits. Up to the date the financial statements were issued, the Company made

aggregate royalty payments. Net profits are defined as net sales, less cost of goods and marketing expenses. Net sales are defined as total gross sales of any Product, less all applicable deductions, to the extent accrued, paid or allowed in the ordinary course of business with respect to the sale of such Product, and to the extent that they are in accordance with U.S. GAAP. If Scilex Pharma were to sublicense the licensed technologies, the Developers will receive the same proportion of any sublicensing fees received therefrom. The Product Development Agreement will continue in full force and effect until

October 2, 2028

, the date that is

ten

years

from the date of the first commercial sale of ZTlido. The Product Development Agreement will renew automatically for subsequent successive

one-year

renewal periods unless Scilex Pharma or the Developers terminate it upon

6-month

written notice. In addition, Scilex Pharma or the Developers may terminate the Product Development Agreement if

(1)

the other party is in material breach of the agreement and the breach is not curable, or if the breach is curable and the breaching party has not cured such material breach within

180

days after notice requesting to cure;

(2)

the FDA determines that the formulation of the Products would not be eligible for FDA approval in the absence of efficacy studies, and the Developers are unable to address the efficacy study requirements despite good faith efforts;

(3)

the market conditions are such that (a) commencing with the quarter ending March

2023

, Scilex Pharma’s total net profits of the Products are equal to or less than

% of Scilex Pharma’s net sales of the Products for a period of

four

or more consecutive quarters, or (b) the Products’ economic viability is affected by documented external circumstances deemed detrimental to all parties as agreed to by Scilex Pharma and the Developers, and the parties are unable to resolve the economic viability concerns under the foregoing clauses (a) and (b) after

days of good-faith discussion;

(4)

the parties fail to reach mutual agreement as to who will conduct the clinical studies and how the costs will be allocated; or

(5)

Scilex Pharma or either

one

of the Developers are bankrupt or make assignment for the benefit of creditors.

Up to the date the financial statements were issued, Scilex’s net profits for ZTlido and

SP-103

have not exceeded

five

percent of net sales. Accordingly, Oishi and Itochu have the right to terminate the Product Development Agreement and Commercial Supply Agreement. As of the date of this prospectus, neither Oishi nor Itochu has exercised its right of termination. Additionally, Scilex Pharma may terminate the Product Development Agreement if (i) any of the pivotal human clinical trials for any of the Products fail, or (ii) the FDA issues a “Refusal to File” for any of the Products’ regulatory approval application and, after reasonable consultation with the Developers, Scilex Pharma believes that it is commercially unreasonable to

re-file.

The Developers may terminate the Product Development Agreement if Scilex Pharma fails to file for regulatory approval for any of the Products within

three

months of the date on which all required components of the regulatory approval application are received by Scilex Pharma.

On February

2017

, Scilex Pharma entered into a Commercial Supply Agreement (as amended, the “Supply Agreement”) with the

two

Developers to provide commercial supply of ZTlido and

SP-103

Exclusive Distribution Agreement

In August

2015

, Scilex Pharma entered into an Exclusive Distribution Agreement (the “Distribution Agreement”) to appoint an exclusive third-party logistics distribution provider (the “Distributor”) and as an authorized distributor of record of ZTlido (“Product”) in the United States, its territories, possessions and commonwealths for an agreed schedule of fees, subject to a

% annual adjustment. The Distribution Agreement has an initial term of

three

years

following the first shipment of

FDA-approved

Product to a commercial customer and shall automatically renew for additional terms of

one

year each, unless written notice of termination is given by either party at least

days prior to the end of the initial term or any renewal term. In the event of Product recalls, Scilex Pharma is solely responsible for all product recalls, except in the event where the recalls arise from the Distributor’s negligence or willful misconduct. Pursuant to the Distribution Agreement, Scilex Pharma will be responsible for delivery of Product to and from the Distributor’s facility, including all costs, expenses and risk of loss associated with such delivery. From late

2018

to early

2022

, ZTlido was sold, and title was transferred, to the Distributor for distribution and sale to wholesalers for a fee of between

% to

% which was recorded as a

gross-to-net

sales adjustment. Beginning in

April 2022

, Scilex Pharma began directly selling and transferring title to distributors.

Sales Operations Services

In January

2016

, Scilex Pharma entered into a project agreement with a vendor to provide sales operations services and detailing services, which was subsequently superseded by a new project agreement entered into in September

2018

(the “Project Agreement”). In connection with the detailing services, the Project Agreement provides that the vendor will provide Scilex Pharma with full-time sales representatives who shall detail the Product by making calls pursuant to a call plan on targets. These sales representatives are to be managed by field talent managers and a national project director, each of whom will also be provided by the vendor. In connection with the sales operation services, the vendor will provide certain services required for the initial implementation and ongoing operation of the sales force.

On July

2020

, Scilex Pharma and the vendor entered into a work order in which the parties agreed to convert substantially all of the sales representatives allocated under the Project Agreement to become employees of Scilex Pharma. The vendor will continue to provide sales operations services and fleet management services and sample accountability services. The work order will remain in effect until June

2022

, and may be extended for additional periods of

one

year upon the mutual agreement of both parties. Either party may terminate the work order with

days’ notice. Scilex Pharma paid an implementation fee of $

59.0

thousand and will pay fixed monthly fees of $

63.7

thousand to $

65.8

thousand for ongoing services.

The Company recognized an expense of $

1.9

million, $

10.5

million, and $

25.3

million within selling, general and administrative expenses for services performed for the years ended December

2021

2020

, and

2019

, respectively, including implementation fees, fixed monthly fees and pass-through costs.

Litigation

In the normal course of business, the Company may be named as a defendant in

one

or more lawsuits. Other than the following

two

lawsuits, the Company is not a party to any outstanding material litigation and management is currently not aware of any legal proceedings that, individually or in the aggregate, are deemed to be material to the Company’s financial condition or results of operations.

In February

2021

, the Company filed a lawsuit in the U.S. District Court for the Northern District of California against Sanofi-Aventis U.S. LLC and Hisamitsu America, Inc.,

two

manufacturers of

over-the-counter

(OTC) lidocaine patch products, alleging, among other things, false and deceptive advertising and unfair competition under the Lanham Act and California state laws by those companies regarding those patch products.

In March

2021

, the Company filed a lawsuit in the Delaware Court of Chancery against Anthony Mack, former President of the Company, and Virpax Pharmaceuticals, Inc., a company now headed by Mr. Mack,

alleging

, among other things, breach by Mr. Mack of his

non-compete

agreement with the Company and his fiduciary duties to the Company, and tortious interference by Virpax with that

non-compete

agreement. Both lawsuits are ongoing.

Operating Leases

The Company leases administrative and research and development facilities under various

non-cancelable

lease agreements. Facility leases generally provide for periodic rent increases and may include options to extend. As of December

2021

, the Company’s leases have remaining lease terms of approximately

2.7

2.9

years. The term of the Company’s leases does not include extension options that were not reasonably certain to be exercised from its lease terms, ranging from

years. Many of the Company’s leases are subject to variable lease payments. Variable lease payments are recognized in the period in which the obligation for those payments are incurred, are not included in the measurement of the

right-of-use

assets or lease liabilities and are immaterial. Additionally, the Company subleases certain properties to third parties. Sublease income is recognized on a straight-line basis and is immaterial.

As the Company’s leases do not provide an implicit rate, the Company uses its incremental borrowing rate based on the information available at the commencement date in determining the present value of lease payments. The Company calculates the associated lease liability and corresponding

right-of-use

asset upon lease commencement using a discount rate based on a credit-adjusted secured borrowing rate commensurate with the term of the lease. As of December

2021

, the Company has

finance leases.

The components of lease expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost*	$	623	$	904	$	776

*	Inclusive of variable lease costs, sublease income, and impairment, which were immaterial for the periods presented.

Supplemental quantitative information related to leases includes the following:


	Year Ended December 31,
	2021			2020

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(654	)	$	(833	)
Weighted average remaining lease term in years — operating leases		2.8			3.8
Weighted average discount rate — operating leases		12.2	%		12.2	%

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2022	$	674
2023		694
2024		596
2025		—
2026		—
Total lease payments		1,964
Less imputed interest		(316	)
Total lease liabilities as of December 31, 2021	$	1,648

Operating

lease expense totaled approximately $

0.7

million, $

1.1

million and $

0.8

million for the years ended December

2021

2020

and

2019

, respectively.

Commitments and Contingencies (Details) [Line Items]

COMMITMENTS AND CONTINGENCIES

NOTE 6. COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these condensed consolidated financial statements. The condensed consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholder Rights

Pursuant to a registration rights agreement entered into on January 6, 2021, the holders of the Founder Shares, Private Placement Warrants and underlying ordinary shares and any securities issued upon conversion of Working Capital Loans will be entitled to registration rights pursuant to a registration rights agreement requiring the Company to register such securities for resale. The holders of these securities will be entitled to demand that the Company register such securities at any time after the Company consummates a Business Combination. In addition, the holders have certain “piggy-back” registration rights with respect to registration statements filed subsequent to the consummation of a Business Combination. The Company will bear the expenses incurred in connection with the filing of any such registration statements.

Underwriting Agreement

The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 12,000,000 Units sold in the Initial Public Offering, or $4,200,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $990,000. The deferred fee will be paid in cash upon the closing of a Business Combination from the amounts held in the Trust Account, subject to the terms of the underwriting agreement.

Business Combination Merger Agreement

On March 17, 2022, the Company entered into an agreement and plan of merger (the “Merger Agreement”) by and among Scilex Holding Company (“Scilex”), a majority-owned subsidiary of Sorrento Therapeutics, Inc. (Nasdaq: SRNE) (“Sorrento”), VCKA, and Vantage Merger Sub Inc., a Delaware corporation and a wholly owned subsidiary of VCKA (“Merger Sub”). Parent and Merger Sub are sometimes referred to collectively as the “Parent Parties.” Pursuant to the Merger Agreement, VCKA will, prior to the closing of the Merger, migrate to and domesticate as a Delaware corporation in accordance with Section 388 of the Delaware General Corporation Law, as amended and the Cayman Islands Companies Law (the “Domestication”). Thereafter, a business combination between VCKA and Scilex will be effected through the merger of Merger Sub with and into Scilex with Scilex surviving the merger as a wholly owned subsidiary of VCKA (the “Merger”). Upon the closing of the Merger (the “Closing”), it is anticipated that VCKA will change its name to “Scilex Holding Company”. The board of directors of VCKA has (i) approved and declared advisable the Merger Agreement, the Additional Agreements (as defined in the Merger Agreement) and the transactions contemplated thereby and (ii) resolved to recommend approval of the Merger Agreement and related transactions by the shareholders of VCKA.

On September 12, 2022, Vickers, Merger Sub and Scilex entered into Amendment No. 1 to the Merger Agreement (the “Amendment”). The Amendment amends the Merger Agreement to, among other things, provide that: (i) the Plan of Domestication attached to the Merger Agreement shall constitute a plan of domestication for purposes of Section 388 of the DGCL and shall include the corporate acts identified therein and any act or transaction contemplated by the Merger Agreement; (ii) at the Effective Time, each Domesticated Parent Unit shall separate automatically into its component parts, comprised of one share of Domesticated Parent Common Share and

one-half

of one Domesticated Parent Warrant (provided that no fractional Domesticated Parent Warrants shall be issued and any holder who would be entitled to receive a fractional Domesticated Parent Warrant will have such fraction rounded down to the nearest whole number of Domesticated Parent Warrants); (iii) immediately after Closing, New Scilex’s board of directors shall consist of seven directors, five of whom will be designated by Scilex (including one director who shall satisfy the independence requirements of the applicable Stock Exchange (which shall be Nasdaq, unless the parties otherwise agree to list on another national securities exchange, which may include the New York Stock Exchange, prior to the Closing)) and two of whom will be independent directors to be designated by Scilex and agreed to by Vickers prior to the Closing; (iv) at the Effective Time, by virtue of the Merger, each share of Series A Preferred Stock of Scilex issued and outstanding immediately prior to the Effective Time shall be canceled and automatically converted into the right to receive, without interest, one Domesticated Parent Preferred Share and

one-tenth

of one Domesticated Parent Common Share; (v) Vickers shall use its reasonable best efforts to ensure that Vickers remains listed as a public company, and that the Parent Ordinary Shares and public Parent Warrants remain listed on Nasdaq through the Closing and Scilex shall use its reasonable best efforts to prepare and file an initial listing application with the Stock Exchange in connection with the transactions contemplated by the Merger Agreement; (vi) each party shall use its reasonable best efforts to, among other things, obtain approval for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants issued pursuant to the Merger Agreement on the Stock Exchange; (vii) following the consummation of the Domestication, and the filing of the Parent Certificate of Incorporation, but prior to the Effective Time, Vickers shall file with the Secretary of State of Delaware a certificate of designations, in the form attached to the Merger Agreement as a new Exhibit F, which provides for, among other things, the designations, powers, rights and preferences and qualifications, limitations and restrictions of certain preferred stock of Vickers; (viii) as a condition of Scilex to the Closing, that the shares of Domesticated Parent Common Shares and Domesticated Parent Warrants shall remain listed on Nasdaq through the Effective Time, the listing application for the listing of the Domesticated Parent Common Shares and Domesticated Parent Warrants following the Effective Time shall have been approved by the applicable Stock Exchange, and, as of the Closing Date, Vickers shall not have received any written notice from Nasdaq of

non-compliance

with Nasdaq’s applicable continued listing requirements for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the underlying failure appropriately remedied or satisfied; and (ix) extend the Outside Date to November 11, 2022. The Amendment also sets forth the agreement of Vickers and Scilex to amend the Parent Certificate of Incorporation to increase the number of authorized shares of preferred stock set forth therein from 20,000,000 to 45,000,000 and, as a result, increase the total number of shares of all classes of stock that Vickers shall have authority to issue from 750,000,000 to 785,000,000 and, in connection with the Domestication, to name the initial incorporator and initial board of directors of Vickers for the period between the Domestication and the Effective Time.

The Merger is expected to be consummated by the fourth quarter of 2022, following the receipt of the required approval by the shareholders of VCKA and Scilex and the satisfaction of certain other customary closing conditions.

Merger Consideration

The total consideration to be paid to the holders of Scilex common stock at Closing (the “Merger Consideration”) by VCKA twill be an amount equal to the quotient of (a) the sum of (i) $1,500,000,000 minus (ii) the aggregate amount of Scilex long term debt excluding intercompany debt owed to Sorrento existing as of immediately prior to the date of the closing of the transaction (the “Closing Date”); divided by (b) $10.00, and will be payable in shares of common stock, par value $0.0001 per shares, of VCKA upon its domestication in Delaware (“VCKA Common Stock”). The number of shares of VCKA Common Stock to be paid as Merger Consideration will be determined in accordance with the terms of the Business Combination Agreement. In addition, each outstanding share of Scilex Preferred Stock as of immediately prior to the Effective Time of the Business Combination will be cancelled in exchange for the right to receive (a) one share of Series A Preferred Stock of Vickers (following the Domestication), par value $0.0001 per share (the “New Scilex Series A Preferred Stock”), and

(b) one-tenth

of one share of New Scilex Common Stock, and (iii) each option to purchase Scilex Common Stock that is outstanding as of immediately prior to the Effective Time will be exchanged for a number of options exercisable for newly issued shares of New Scilex Common Stock based upon the Exchange Ratio. The total consideration to be received by holders of Scilex Common Stock and Scilex options at the Closing will be newly issued shares of New Scilex Common Stock with an aggregate value equal to $1.5 billion, subject to adjustments for certain debt obligations of Scilex (the “Merger Consideration”). The maximum number of shares of New Scilex Series A Preferred Stock and New Scilex Common Stock to be issued to the holders of Scilex Preferred Stock at the Closing shall not exceed 31,000,000 and 3,100,000, respectively, such newly issued shares being collectively referred to herein as the “Preferred Consideration”. It is anticipated that upon completion of the Business Combination, if none of the 9,726,395 VCKA Ordinary Shares are redeemed, VCKA’s public shareholders would retain an ownership interest of approximately 5.6% in New Scilex, the Sponsors, officers, directors and other holders of founder shares will retain an ownership interest of approximately 2.2% of New Scilex, and the Scilex stockholders will own approximately (i) 77.2% of New Scilex in the form of New Scilex Common Stock and (ii) 15.0% of New Scilex in the form of New Scilex Series A Preferred Stock.

As of the Effective Time, each Scilex stock option that is then outstanding shall be converted into the right to receive an option relating to VCKA Common Stock upon substantially the same terms and conditions as are in effect with respect to such option immediately prior to the Effective Time; provided that the exercise price per share for each such Scilex stock option shall be equal to the exercise price per share of such Scilex stock option in effect immediately prior to the Effective Time, divided by the Exchange Ratio.

Representations and Warranties

The Merger Agreement contains customary representations and warranties of Scilex with respect to, among other things: (i) corporate existence and power; (ii) authorization to enter into the Merger Agreement and related transactions; (iii) governmental authorization;

(iv) non-contravention;

(v) capital structure; (vi) organizational documents; (vii) assumed names; (viii) subsidiaries; (ix) financial statements; (x) absence of certain changes; (xi) properties and title to assets; (xii) litigation; (xiii) contracts; (xiv) licenses and permits; (xv) compliance with laws; (xvi) intellectual property; (xvii) customers and suppliers; (xviii) employees and employee benefits; (xix) employment matters; (xx) withholding; (xxi) real property; (xxii) tax matters; (xxiii) environmental laws; (xiv) finders’ fees; (xv) directors and officers; (xvi) certain business practices; (xvii) international trade matters and anti-bribery compliance; (xviii) that Scilex is not an investment company; (xvix) compliance with health care laws and certain contracts; (xxx) insurance; (xxxi) related party transactions; (xxxii) privacy and data security and (xxxiii) exclusivity of representations and warranties.

The Merger Agreement contains customary representations and warranties of the Parent Parties with respect to, among other things: (i) corporate existence and power; (ii) authorization to enter into the Merger Agreement and related transactions; (iii) governmental authorization;

(iv) non-contravention;

(v) finders’ fees; (vi) issuance of shares; (vii) capitalization; (viii) information supplied; (ix) amount in the trust account; (x) listing of VCKA securities; (xi) that VCKA is a reporting company; (xii) no market manipulation; (xiii) board approval; (xiv) SEC documents and financial statements; (xv) absence of changes; (xvi) litigation; (xvii) compliance with laws; (xviii) money laundering laws; (xix) OFAC; (xx) that VCKA is not an investment company; (xxi) tax matters; (xxii) contracts; (xxiii) investigation; and (xiv) exclusivity of representations and warranties.

All representations and warranties by all parties shall terminate upon the Effective Time, and no representations, warranties, covenants, obligations or other agreements contained in the Merger Agreement shall survive the Effective Time.

Covenants

The Merger Agreement includes customary covenants of the parties with respect to operation of their respective businesses prior to consummation of the Merger and efforts to satisfy conditions to consummation of the Merger. The Merger Agreement also contains additional covenants of the parties, including, among others, access to information, cooperation in the preparation of the Registration Statement on Form

S-4

(the “Registration Statement”) and Proxy Statement (as each such term is defined in the Merger Agreement) required to be filed in connection with the Merger and to obtain all requisite approvals of each party’s respective stockholders. VCKA has also agreed to include in the Proxy Statement the recommendation of its board that its stockholders approve all of the proposals to be presented at the special meeting.

Conduct between Signing and Closing

Each of VCKA, Merger Sub and Scilex has agreed that from the date of the Merger Agreement until the Closing Date or, if earlier, the valid termination of the Merger Agreement in accordance with its terms, it will not initiate, encourage or engage in any negotiations with any party relating to an Alternative Transaction (as defined in the Merger Agreement), take any action intended to facilitate an Alternative Transaction or approve, recommend or enter into any agreement relating to an Alternative Transaction.

Conditions to Closing

The consummation of the Merger is conditioned upon, among other things, (i) the absence of any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions; (ii) the Registration Statement shall have become effective under the Securities Act of 1933, as amended (the “Securities Act”); (iii) approval by VCKA’s shareholders of the Merger and related transactions; (iv) approval by Scilex’s stockholders of the Merger and related transactions; and (v) all required filings under the Hart-Scott-Rodino Antitrust Improvements Act of 1976 and with any other governmental authority shall have been completed and cleared.

Solely with respect to the Parent Parties, the consummation of the Merger is conditioned upon, among other things: (i) Scilex having duly performed or complied with all of its obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of Scilex being true and correct in all respects unless failure to be true and correct would not have or reasonably be expected to have a Company Material Adverse Effect (as defined in the Merger Agreement) on Scilex’s ability to consummate the Merger and related transactions; (iii) no event having occurred that would result in a Company Material Adverse Effect; (iv) Scilex providing VCKA a certificate from the chief executive officer and chief financial officer of Scilex as to the accuracy of the foregoing conditions; (v) Scilex providing VCKA a certificate from the secretary which has attached true and complete copies of (a) Scilex’s organizational documents, (b) Scilex’s board resolutions approving the Merger Agreement and the transactions contemplated thereby, (c) Scilex’s stockholder written consent approving the Merger Agreement and the transactions contemplated thereby and (d) certified certificate of good standing; (vi) Scilex shall have executed and delivered to VCKA each Additional Agreement to which it is a party; (vi) Sorrento shall have executed the Registration Rights Agreement (as defined below).

Solely with respect to Scilex, the consummation of the Merger is conditioned upon, among other things: (i) the Parent Parties having duly performed or complied with all of their obligations under the Merger Agreement in all material respects; (ii) the representations and warranties of the Parent Parties being true and correct in all respects unless failure to be true and correct would not have or reasonably be expected to have a Parent Material Adverse Effect (as defined in the Merger Agreement) on the ability of VCKA or Merger Sub to consummate the Merger and related transactions; (iii) no event having occurred that would result in a Parent Material Adverse Effect; (iv) each of the Parent Parties providing Scilex a certificate from an authorized officer as to the accuracy of the foregoing conditions; (v) VCKA having been in material compliance with reporting requirements under the Securities Act and the Securities Exchange Act of 1934, as amended (the “Exchange Act”); (vi) each of VCKA the Parent Parties shall have executed and delivered to Scilex each Additional Agreement to which it is a party; (vii) the directors designated by Scilex shall have been appointed to the board of directors of VCKA in accordance with the terms of the Merger Agreement, effective as of the Closing Date; (viii) VCKA shall remain listed on Nasdaq and the additional listing application for the VCKA Common Stock issued in connection with the Merger shall have been approved by Nasdaq, and VCKA not having received any written notice from Nasdaq that it has failed, or would reasonably be expected to fail to meet the Nasdaq listing requirements as of the Closing Date for any reason, where such notice has not been subsequently withdrawn by Nasdaq or the underlying failure appropriately remedied or satisfied; (ix) after giving effect to the Merger, VCKA shall have at least $5,000,001 in net tangible assets (as determined in accordance with

Rule 3a51-1(g)(1) of

the Exchange Act); (x) the Domestication shall have been completed as provided in the Merger Agreement and a time-stamped copy of the certificate issued by the Secretary of State of the State of Delaware in relation thereto shall have been delivered to the Company; and (xi) the Investment Management Trust Agreement (as defined in the Merger Agreement) shall have been amended solely to the extent necessary to enable the intended effects of the Amended Underwriting Agreement (as defined in the Merger Agreement) without breach of, or other conflict with, the Investment Management Trust Agreement as so amended.

Scilex, Scilex Pharmaceuticals, Inc. and Sorrento entered into a Contribution and Satisfaction of Indebtedness Agreement dated September 12, 2022 (the “Debt Exchange Agreement”), in order to facilitate the satisfaction of the closing condition under the Merger Agreement that requires Vickers to have at least $5,000,001 in net tangible assets (as determined in accordance with Rule

3a51-1(g)(1)

of the United States Securities and Exchange Act of 1934) (the “Net Tangible Assets Condition”).

Termination

The Merger Agreement may be terminated as follows:

By the mutual consent of VCKA and Scilex;

ii.

by VCKA, if any of the representations or warranties of Scilex set forth in the Merger Agreement shall not be true and correct, or if Scilex has failed to perform any covenant or agreement set forth in the Merger Agreement (including an obligation to consummate the Merger), in each case such that the conditions to closing would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by VCKA) by the earlier of (i) the Outside Date (as defined below) or (ii) 30 days after written notice thereof is delivered to Scilex; provided, however that VCKA is not then in material breach of any representation, warranty, covenant, or obligation in the Merger Agreement, which breach has not been cured;

iii.

by Scilex, if any of the representations or warranties of VCKA or Merger Sub set forth in the Merger Agreement shall not be true and correct, or if VCKA or Merger Sub has failed to perform any covenant or agreement set forth in the Merger Agreement (including an obligation to consummate the Merger), in each case such that the conditions to closing would not be satisfied and the breach or breaches causing such representations or warranties not to be true and correct, or the failure to perform any covenant or agreement, as applicable, are not cured (or waived by Scilex) by the earlier of (i) the Outside Date or (ii) 30 days after written notice thereof is delivered to VCKA; provided, however that Scilex is not then in material breach of any representation, warranty, covenant, or obligation in the Merger Agreement, which breach has not been cured;

iv.

by either VCKA or Scilex

on or after November 11, 2022 (the “Outside Date”), if the Merger shall not have been consummated prior to the Outside Date; provided that if an Extension Amendment (as defined in the Merger Agreement) shall be in effect, the Outside Date shall be the Extension Date (as defined in the Merger Agreement); provided, however, that the right to terminate this Agreement under Section 9.1(d)(i) of the Merger Agreement shall not be available to a party if the failure of the Merger to have been consummated before the Outside Date (or the Extension Date if applicable) was due to such party’s breach of or failure to perform any of its covenants or agreements set forth in the Merger Agreement; or

if any applicable law or order that makes the transactions contemplated by the Merger Agreement illegal or otherwise prohibits consummation of such transactions shall have become final and

non-appealable;

by Scilex if VCKA has not received approval from its stockholders of the Merger and related transactions at the Parent Special Meeting (as defined in the Merger Agreement), unless such meeting has been adjourned or postponed, in which case at the final adjournment or postponement thereof;

vi.

by VCKA if the Scilex stockholder written consent approving the Merger and related transactions shall not have been obtained within five business days following the Registration Statement being declared effective by the Securities and Exchange Commission (the “SEC”), provided that upon Scilex receiving such stockholder approval, prior to the termination by VCKA of the Merger Agreement, VCKA will no longer have this right to so terminate; or

vii.

by VCKA, in the event that Scilex’s audited financial statements for 2020 and 2021 have not been delivered to the Parent Parties on or before March 31, 2022 and remain undelivered prior to the termination of the Merger Agreement

Sponsor Support Agreement

Concurrently with the execution of the Merger Agreement, VCKA, Scilex and certain stockholders of VCKA entered into a certain Sponsor Support Agreement dated March 17, 2022 (the “Sponsor Support Agreement”) pursuant to which those certain VCKA shareholders who are parties thereto agreed to vote all shares of VCKA Ordinary Shares beneficially owned by them, including any additional shares of VCKA they acquire ownership of or the power to vote, in favor of the Merger and related transactions.

On September 12, 2022, Vickers and Scilex entered into Amendment No. 1 to the Original Support Agreement with the Vickers Shareholders (the “Support Agreement Amendment”). The Support Agreement Amendment amends the Original Support Agreement to, among other things, provide that if, as of immediately prior to the Closing, the holders of more than seventy-five percent (75%) of the aggregate amount of Parent Ordinary Shares issued and outstanding as of March 17, 2022 shall have exercised redemption rights in conjunction with the shareholder vote on the Extension Amendment or the Parent Shareholder Approval Matters, then automatically and without any further action by any other Person, such Vickers Shareholder shall forfeit a number of Parent Warrants equal to forty percent (40%) of all Parent Warrants held by such Vickers Shareholder immediately prior to Closing, and all such Parent Warrants shall be cancelled and forfeited for no consideration, and shall cease to exist.

Company Stockholder Support Agreement

Concurrently with the execution of the Merger Agreement, VCKA, Scilex and Sorrento entered into a certain Company Stockholder Support Agreement dated March 17, 2022 (the “Company Stockholder Support Agreements”), pursuant to which Sorrento agreed to vote all Scilex Common Stock beneficially owned by it, including any additional shares of Scilex it acquires ownership of or the power to vote, in favor of the Merger and related transactions.

On September 12, 2022, Vickers entered into a Stockholder Agreement with Sorrento (the “Stockholder Agreement”). Pursuant to the Stockholder Agreement, from and after the Effective Time, and for so long as Sorrento beneficially owns any shares of Vickers Series A Preferred Stock, par value $0.0001 per share (“New Scilex Series A Preferred Stock”), among other things, (i) Sorrento shall have the right, but not the obligation, to designate each director to be nominated, elected or appointed to the Board of Directors of New Scilex (each, a “Stockholder Designee” and collectively, the “Stockholder Designees”), regardless of (i) whether such Stockholder Designee is to be elected to the Board of Directors of New Scilex (“New Scilex Board”) at a meeting of stockholders called for the purpose of electing directors (or by consent in lieu of meeting) or appointed by the New Scilex Board in order to fill any vacancy created by the departure of any director or increase in the authorized number of members of the New Scilex Board, or (ii) the size of the New Scilex Board and New Scilex will be required to take all actions reasonably necessary, and not otherwise prohibited by applicable law, to cause

each Stockholder Designee to be so nominated, elected or appointed to the New Scilex Board as more fully described in the Stockholder Agreement. Sorrento shall also have the right to designate a replacement director for any Stockholder Designee that has been removed from the New Scilex Board and the right to appoint a representative of Sorrento to attend all meetings of the committees of the New Scilex Board. The Stockholder Agreement also provides that New Scilex will be prohibited from taking certain actions without the consent of Sorrento. Such actions include, among other things, amendments to the certificate of designations designating the New Scilex Series A Preferred Stock, increases or decreases in the size of the New Scilex Board, the incurrence of certain amounts of indebtedness and the payment of dividends on New Scilex Common Stock.

Underwriting Agreement Amendment

On March 17, 2022, VCKA and Maxim Group, LLC, the representative of the underwriters for the VCKA initial public offering (“Maxim”) entered into an amendment (the “UWA Amendment”) of the underwriting agreement between VCKA and Maxim dated January 6, 2021. The UWA Amendment provides for a potential deferral of the Deferred Underwriting Commission (as defined in the UWA Amendment) as follows:

If in connection with the consummation of a business combination, after redemptions of Ordinary Shares by VCKA’s shareholders, the balance in the trust account is $25,000,000 or less, then the Deferred Underwriting Commission will be payable as follows:

(A)

50% of the Deferred Underwriting Commission will be payable to Maxim directly from the trust account; and

(B)

the remaining 50% of the Deferred Underwriting Commission will be payable to Maxim in the form of a Promissory Note on or before the

one-year

anniversary of the effective date of a Business Combination.

Maxim has also agreed to enter into any such amendment to the Investment Management Trust Agreement (as defined in the Merger Agreement) as may be required to effectuate the intent of the UWA Amendment.

Agreements to be Executed at Closing

The Merger Agreement contemplates that, at or prior to the Closing, VCKA and Sorrento will enter into an Amended and Restated Registration Rights Agreement (the “Registration Rights Agreement”), whereby, subject to certain customary exceptions, the parties will agree, among other things, not to transfer any shares of VCKA Common Stock or any security convertible into or exercisable or exchanged for VCKA Common Stock beneficially owned or owned of record by such holder until the date that is the earlier of (i) one hundred eighty (180) days from the date of the Registration Rights Agreement or (ii) the date on which the Company completes a liquidation, merger, stock exchange, reorganization or other similar transaction that results in all of the Company’s stockholders having the right to exchange their shares of VCKA Common Stock for cash, securities or other property. The Registration Rights Agreement will govern the registration of certain shares of VCKA Common Stock for resale and be effective as of the Closing.

NOTE 6 — COMMITMENTS AND CONTINGENCIES

Risks and Uncertainties

Management continues to evaluate the impact of the

COVID-19

pandemic and has concluded that while it is reasonably possible that the virus could have a negative effect on the Company’s financial position, results of its operations and/or search for a target company, the specific impact is not readily determinable as of the date of these financial statements. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Registration and Shareholder Rights

Underwriting Agreement

Restatement of Previously Issued Financial Statements

12 Months Ended

Dec. 31, 2021

Condensed Financial Statements, Captions [Line Items]

RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

NOTE 10 — RESTATEMENT OF PREVIOUSLY ISSUED FINANCIAL STATEMENTS

Restatement 1

The Company previously accounted for its outstanding Private Placement Warrants (the “Warrants”) issued in connection with its Initial Public Offering as components of equity instead of as derivative liabilities. The warrant agreement governing the Warrants includes a provision that provides for potential changes to the settlement amounts dependent upon the characteristics of the holder of the warrant.

On April 12, 2021, the Acting Director of the Division of Corporation Finance and Acting Chief Accountant of the Securities and Exchange Commission together issued a statement regarding the accounting and reporting considerations for warrants issued by special purpose acquisition companies titled “Staff Statement on Accounting and Reporting Considerations for Warrants Issued by Special Purpose Acquisition Companies (“SPACs”)” (the “SEC Statement”). Specifically, the SEC Statement focused on certain settlement terms and provisions related to certain tender offers following a business combination, which terms are similar to those contained in the warrant agreement.

In further consideration of the SEC Statement, the Company’s management further evaluated the Warrants under Accounting Standards Codification (“ASC”) Subtopic

815-40,

Contracts in Entity’s Own Equity. ASC

Section 815-40-15

addresses equity versus liability treatment and classification of equity-linked financial instruments, including warrants, and states that a warrant may be classified as a component of equity only if, among other things, the warrant is indexed to the issuer’s ordinary shares. Under ASC

Section 815-40-15,

a warrant is not indexed to the issuer’s ordinary shares if the terms of the warrant require an adjustment to the exercise price upon a specified event and that event is not an input to the fair value of the warrant. Based on management’s evaluation, the Company’s audit committee, in consultation with management, concluded that the Company’s Private Placement Warrants are not indexed to the Company’s ordinary shares in the manner contemplated by ASC

Section 815-40-15

because the holder of the instrument is not an input into the pricing of a

fixed-for-fixed

option on equity shares.

In accordance with ASC Topic 340, Other Assets and Deferred Costs, as a result of the classification of the private warrants as derivative liabilities, the Company expensed a portion of the offering costs originally recorded as a reduction in equity. The portion of offering costs that was expensed was determined based on the relative fair value of the Private Warrants.

Restatement 2

In addition, in connection with the preparation of the Company’s financial statements as of September 30, 2021, the Company concluded it should restate its financial statements to classify all Public Shares in temporary equity. The September 30, 2021

10-Q/A,

filed with the SEC on December 8, 2021, includes the restatement of the unaudited March 31, 2021 and June 30, 2021 financial information. Included in the table below is the restatement

of the audited IPO Balance Sheet as of January 11, 2021 originally filed on Form

8-K

filed with the SEC on January 15, 2021. In accordance with ASC 480, paragraph

10-S99,

redemption provisions not solely within the control of the Company require ordinary shares subject to redemption to be classified outside of permanent equity. The Company previously determined the ordinary shares subject to possible redemption to be equal to the redemption value of $10.10 per ordinary share while also taking into consideration a redemption cannot result in net tangible assets being less than $5,000,001. Previously, the Company did not consider redeemable shares classified as temporary equity as part of net tangible assets. Effective with these financial statements, the Company revised this interpretation to include temporary equity in net tangible assets. Accordingly, effective with this filing, the Company presents all redeemable ordinary shares as temporary equity and recognizes accretion from the initial book value to redemption value at the time of its Initial Public Offering and in accordance with ASC 480.

As a result, management has noted a reclassification adjustment related to temporary equity and permanent equity. This resulted in an adjustment to the initial carrying value of the ordinary shares subject

to possible redemption with the offset recorded to additional

paid-in

capital (to the extent available), accumulated deficit and ordinary shares.

In connection with the change in presentation for the ordinary shares subject to redemption, the Company also revised its income (loss) per ordinary share calculation to allocate net income (loss) to ordinary shares. This presentation contemplates a Business Combination as the most likely outcome, in which case, ordinary shares share pro rata in the income (loss) of the Company.

The impact of these adjustments to the financial statement, as previously reported, is presented below.


	As Previously Reported			Adjustments Restatement 1			Adjustments Restatement 2			As Restated
Balance sheet as of January 11, 2021
Warrant Liability	$	—		$	7,729,200		$	—		$	7,729,200
Total Liabilities		5,345,000			7,729,200			—			13,074,200
Ordinary Shares Subject to Possible Redemption		129,999,029			(7,729,200	)		17,110,171			139,380,000
Ordinary Shares		438			76			(169	)		345
Additional Paid-in Capital		5,006,060			2,629,336			(7,635,396	)		—
Accumulated Deficit		(6,490	)		(2,629,412	)		(9,474,606	)		(12,110,508	)
Total Shareholders’ Equity (Deficit)	$	5,000,008			—		$	(17,110,171	)	$	(12,110,163	)

Income Taxes

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Income Taxes

9.	Income Taxes

The Company

maintains deferred tax assets that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. These deferred tax assets include net operating loss carryforwards, research credits and temporary differences. In assessing the Company’s ability to realize deferred tax assets, management considers, on a periodic basis, whether it is more likely than not that some portion or all the deferred tax assets will not be realized. As such, management has determined that it is appropriate to maintain a valuation allowance against the Company’s deferred tax assets.

The Company’s income tax (benefit) expense of $

(36.4

) thousand and $

10.0

thousand reflect effective tax rates of

0.7

% and

0.02

% for the

nine

months ended September

2022

and

2021

, respectively.

The difference between the expected statutory federal tax rate of

21.0

% and the

0.7

% effective tax rate for the

nine

months ended September

2022

was primarily attributable to income tax expense associated with changes in a valuation

allowance.

12.	Income Taxes

Total loss before income taxes for the years ended December

2021

2020

and

2019

did not include a foreign component. The components of benefits for income taxes were as follows for the period ended December

(in thousands):


	Year Ended December 31,
	2021		2020			2019
Current expense:
Federal	$	—	$	—		$	—
State		5		(53	)		2

		5		(53	)		2
Deferred
Federal		—		—			—
State		—		—			—

		—		—		$	—
Total	$	5	$	(53	)	$	2

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes.

The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows at December 31 (in thousands):


	December 31,
	2021			2020
Deferred tax assets
Interest expense limitations	$	12,205		$	8,225
Tax credit carryforwards		1,630			1,623
Net operating loss carryforwards		39,714			31,732
Stock based compensation		3,233			2,037
Operating lease liabilities		404			510
Others		1,753			2,285

Total Deferred Tax Assets		58,939			46,412
Valuation allowance		(56,643	)		(43,514	)

Total Deferred Tax Assets		2,296			2,898

Deferred Tax Liabilities:
Amortization of intangibles		(1,975	)		(2,486	)
Other		(2	)		—
Operating lease right-of-use assets		(319	)		(412	)
Total Deferred Tax Liabilities	$	(2,296	)	$	(2,898	)

The Company

has evaluated the available evidence supporting the realization of its gross deferred tax assets, including the amount and timing of future taxable income, and has determined that it is more likely than not that the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the domestic deferred tax assets, the Company maintains a valuation allowance of $

56.6

million and $

43.5

million against its deferred tax assets as of December

2021

and

2020

, respectively. Realization of the deferred tax assets will

primarily

dependent upon the Company’s ability to generate sufficient taxable income prior to the expiration of its net operating losses.

The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s benefit from income taxes are as follows for the year ended December 31:


	Year Ended December 31,
	2021			2020			2019
Statutory Federal Income Tax Rate		21.0	%		21.0	%		21.0	%
State taxes, net of federal tax benefit		2.8	%		2.7	%		5.0	%
Debt discount and interest limitation		(10.1	)%		1.7	%		0.0	%
In-process research and development		0.0	%		0.0	%		(11.0	)%
Return to provision adjustments and carryback		2.7	%		(11.2	)%		0.0	%
Others		(1.6	)%		(0.8	)%		(0.8	)%
Change in valuation allowance		(14.8	)%		(13.2	)%		(14.2	)%

Income Tax Benefit		0.0	%		0.2	%		0.0	%

As of December

2021

, the Company had net operating loss carryforwards of approximately $

167.5

million for federal and $

81.7

million for state income tax purposes, respectively. These may be used to offset future taxable income and will begin to expire in

2034

for state and

2035

for federal, except for $

154.8

million of the federal net operating losses that have an indefinite carryforward period.

Internal Revenue Code Section 382 rules apply to limit a corporation’s ability to utilize existing net operating loss and tax credit carryforwards once the corporation experiences an ownership change as defined in Section 382. For the years ended December 31, 2021, 2020, and 2019, there was no impact of such limitations on the Company’s income tax provision.

The Company also has research and development and orphan drug credits of approximately $

2.0

million for federal income taxes purposes. The federal credits may be used to offset future income tax and will begin to expire in

2035

The Company is subject to taxation in the U.S., various state tax jurisdictions and various foreign tax jurisdictions. All of the Company’s tax years will remain open for three year for examination by the Federal and state tax authorities from the date of utilization of the net operating loss. The Company does not have any tax audits pending.

The Company applies the accounting guidance for uncertainty in income taxes pursuant to

ASC-740-10.

Under ASC 740, the impact of an uncertain income tax position taken on a tax return must be recognized at the largest amount that is cumulatively “more likely than not” to be sustained upon audit by relevant taxing authority. An uncertain income tax position will not be recognized if it has less than a

% likelihood of being sustained.

The unrecognized tax benefits balances as of December 31, 2021, 2020 and 2019 and the related increases and decreases to the balances were immaterial.

The Company’s policy is to recognize interest and penalties related to income tax matters in income tax expense.

interest and penalties have been recognized as of and for the periods ended December 31, 2021, 2020 and 2019.

The Company believes that no material amount of liabilities for uncertain tax positions will expire within 12 months of December 31, 2021.

The entire disclosure for income taxes. Disclosures may include net deferred tax liability or asset recognized in an enterprise's statement of financial position, net change during the year in the total valuation allowance, approximate tax effect of each type of temporary difference and carryforward that gives rise to a significant portion of deferred tax liabilities and deferred tax assets, utilization of a tax carryback, and tax uncertainties information.

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Loss Per Share

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Loss Per Share

11.	Loss Per Share

For

the nine months ended September 30, 2022 and 2021, basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is calculated to give effect to all dilutive securities, using the treasury stock method.

The following

table sets forth the reconciliation of basic and diluted loss per share for the nine months ended September 30, 2022 and 2021 (in thousands except per share data):


	Nine Months Ended September 30,
	2022			2021
Net loss	$	(5,480	)	$	(46,459	)
Denominator for Basic Loss Per Share		197,550			197,266
Effect of Dilutive Securities		—			—

Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities		197,550			197,266
Basic Loss Per Share	$	(0.03	)	$	(0.24	)
Dilutive Loss Per Share	$	(0.03	)	$	(0.24	)

The stock

options that could potentially dilute basic earnings per share in the future were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive due to the net loss for the nine months ended September 30, 2022 and 2021 were

25.2

million and

30.3

million, respectively.

14.	Loss Per Share

For the years ended December 31, 2021, 2020 and 2019, basic loss per common share is computed by dividing net loss by the weighted average number of common shares outstanding during the period. Diluted loss per common share is calculated to give effect to all dilutive securities, using the treasury stock method.

The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2021, 2020, and 2019 (in thousands except per share data):


	Year Ended December 31,
	2021			2020			2019
Net loss	$	(88,424	)	$	(47,519	)	$	(178,594	)

Denominator for Basic Loss Per Share		197,266			197,315			187,524
Effect of Dilutive Securities		0.0			0.0			0.0

Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities		197,266			197,315			187,524
Basic Loss Per Share	$	(0.45	)	$	(0.24	)	$	(0.95	)
Dilutive Loss Per Share	$	(0.45	)	$	(0.24	)	$	(0.95	)

The stock options that could potentially dilute basic earnings per share in the future were excluded from the computation of diluted net loss per share because the effect would have been anti-dilutive due to the net loss for the years ended December 31, 2021, 2020, and 2019 of

28.2

million,

30.8

million, and

25.4

million,

respectively.

Subsequent Events

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

SUBSEQUENT EVENTS

12.	Subsequent Events

The Company has evaluated subsequent events for recognition and disclosure purposes in the unaudited consolidated financial statements as of September 30, 2022, and the nine months then ended, through November 17, 2022, the date the financial statements were available to be issued and, for disclosure purpose, through November 30, 2022. Except as described below, or as otherwise indicated in the footnotes, the Company has concluded that no events or transactions have occurred that require disclosure.

Funding Commitment Letter

October 17, 2022, Sorrento and the Company entered into a letter agreement (the “Funding Commitment Letter”). Pursuant to the terms of the Funding Commitment Letter, upon the written request of the Company (which request the Company shall make to the extent necessary to satisfy the closing condition in the BCA that requires the combined company to have $

5,000,001

in net tangible assets as of immediately following the effective time of the Business Combination (the “Effective Time”) under the BCA (the “Net Tangible Assets Condition”)), Sorrento agreed to fund one or more loans to the Company in the amount set forth in such written request (a “Loan Request”); provided, that any amounts funded by Sorrento in respect of any Loan Request were to be treated as Outstanding Indebtedness for all purposes under the Debt Exchange Agreement and

included in

the calculation of the Aggregate Outstanding Amount thereunder with such amount to be contributed to the Company in exchange for shares of Legacy Scilex preferred stock. The Funding Commitment Letter also provides that, in no event shall the aggregate amount of loans made and funded by Sorrento pursuant to Loan Requests exceed the lesser of (a) $10,000,000 and (b) an amount that, when taken together with all other Outstanding Indebtedness, will result in the Aggregate Outstanding Amount equaling $310,000,000. The Company did not draw funds from the Funding Commitment Letter at the Effective Time.

Amendment to Amended and Restated Certificate of Incorporation

November 10, 2022, the Company filed with the Secretary of State of the State of Delaware (i) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation to increase the authorized number of shares of preferred stock of the Company from

20,000,000

45,000,000

and (ii) a certificate of designation setting forth the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Series A Preferred Stock, par value $

0.0001

per share, of Legacy

Scilex.

Sorrento Absorbed Liabilities

In October

and November 2022, Sorrento entered into agreements with certain of the Company’s third party professional service providers to assume $

11.9

million of liabilities accrued by the Company, of which $

10.0

million and $

1.9

million were recorded under accounts payable and accrued expenses, respectively, within the consolidated balance sheet. The liabilities assumed by Sorrento were reclassified under related party payable within the consolidated balance sheet and subsequently exchanged on November 10, 2022 under the terms of the Debt Exchange

Agreement (see

Note 10).

Committed Equity Financing

November 17, 2022, the Company entered into a standby equity purchase agreement (the “Yorkville Purchase Agreement”) with YA II PN, Ltd., a Cayman Islands exempt limited partnership (“YA II”). Pursuant to the Yorkville Purchase Agreement, the Company has the right to sell to YA II, from time to time during the term of the Yorkville Purchase Agreement, up to $

500,000,000

of shares of New Scilex common stock, subject to certain limitations and conditions set forth therein. Upon the satisfaction of the conditions to YA II’s purchase obligation set forth in the Yorkville Purchase Agreement, including that a registration statement with respect to the shares to be issued to YA II thereunder be declared effective by the SEC, the Company will have the right, but not the obligation, from time to time at its discretion until the first day of the month next following the

36-month

anniversary of the date on which such registration statement has been declared effective by the SEC, to direct the YA II to purchase a specified amount of shares of Common Stock (each such sale, an “Advance”) by delivering written notice to YA II (each, an “Advance Notice”).

While

there is no mandatory minimum amount for any Advance, an Advance may be for a number of shares of New Scilex common stock not to exceed

200

% of the average of the daily trading volume of the New Scilex common stock on the Nasdaq Capital Market during regular trading hours as reported by Bloomberg L.P. during the

five

trading days immediately preceding the date of the Advance Notice. The shares of New Scilex common stock, if any, that the Company elects to sell to YA II pursuant to an Advance will be purchased at a price equal to

% of the lowest daily VWAP (as defined below) during the

two

consecutive trading days commencing on the date of delivery of an Advance Notice. “VWAP” means, for any trading day, the daily volume weighted average price of the New Scilex common stock for such trading day on the Nasdaq Capital Market as reported by Bloomberg L.P. during regular trading hours. The Company may also specify a certain minimum acceptable price per share in each Advance.

consideration for YA II’s commitment to purchase shares of New Scilex common stock at the Company’s direction upon the terms and subject to the conditions set forth in the Yorkville Purchase Agreement, upon execution of the Yorkville Purchase Agreement, the Company issued

250,000

shares of New Scilex common stock to YA II.

15.	Subsequent Events

The following events were identified subsequent to the balance sheet date.

SPAC Transaction

On March 17, 2022, the Company entered into an Agreement and Plan of Merger (as amended, the “Merger Agreement”) with Vickers Vantage Corp. I (“Vickers”), a SPAC, and Vantage Merger Sub, Inc., a wholly owned subsidiary of Vickers (“Merger Sub”). Pursuant to the terms of the Merger Agreement, (i) Merger

Sub will

merge with and into the Company

, with the Company surviving the merger (“combined company”) and (ii) become a wholly

owned subsidiary of Vickers (collectively, the “SPAC Transaction”). The Merger is expected to close during the fourth quarter of 2022, and the Combined Company is expected to be listed on the Nasdaq Capital Market under the new ticker symbol “SCLX”. Completion of the SPAC Transaction is subject to the approval of Vickers and Company shareholders and the satisfaction or waiver of certain other closing conditions.

Scilex Pharma Note

35.0

million in a single

lump-sum

amount as a subordinated loan. Per the terms of the Amendment No. 3, in February 2022, Scilex Pharma repurchased Scilex Pharma Notes in an aggregate amount equal to $

20.0

million at a purchase price in cash equal

to 100% of the principal amount. In addition, the draw down of the Letter of Credit triggered a requirement for Scilex Pharma to maintain a minimum cash balance of $10.0 million at all times going

forward.

Effective

February 15, 2022, in accordance with the Indenture, the principal amount of the Scilex Pharma Notes was increased by $

28.0

million as actual cumulative net sales of ZTlido from the issue date of the Scilex Pharma Notes through December 31, 2021 did not equal or exceed a $

481.0

million sales threshold for such period.

Advances on Related Party Note Payable

On March 30, 2022, Sorrento made advances to the Company in the amount of $

23.0

million under the related party note payable entered into on March 18, 2019 with Sorrento. See Note 13 for further discussion of the related party note

payable.

SP-104

Acquisition from Sorrento

On May 12, 2022

, the Company and Sorrento entered into a bill of sale and assignment and assumption agreement (the “Bill of Sale”), pursuant to which Sorrento sold, conveyed, assigned and transferred to Scilex all of its rights, title and interest in and to Sorrento’s Delayed Burst Release Low Dose Naltrexone

(DBR-LDN)

asset and intellectual property rights, for the treatment of chronic pain, fibromyalgia and chronic post-COVID syndrome (collectively, the

“SP-104

Assets”) and the Company is currently analyzing the accounting treatment for the transaction. These assets had previously been acquired by Sorrento from Aardvark Therapeutics, Inc. (“Aardvark”) in April 2021 pursuant to an asset purchase agreement (the “Aardvark Asset Purchase Agreement”). Pursuant to the Bill of Sale, the Company assumed all of Sorrento’s rights, liabilities and obligations under the Aardvark Asset Purchase Agreement (the

“SP-104

Acquisition”).

As consideration for the

SP-104

Acquisition, the Company issued a promissory note in the aggregate principal amount of $

5.0

million to Sorrento (the “2022 Promissory Note”). The 2022 Promissory Note matures

seven years

from the date of issuance and bears interest at the rate equal to the lesser of (a)

2.66

% simple interest per annum and (b) the maximum interest rate permitted under law. The 2022 Promissory Note is payable in cash, shares of the Company common stock (any shares so issued, the

“

Consideration Shares”) or any combination thereof, at the Company’s sole discretion, and may be prepaid in whole or in part at any time without penalty. The Company also agreed to file with the SEC, a resale registration statement, relating to the resale by Sorrento of any Consideration Shares that may be issued to Sorrento, within

days of the issuance of such Consideration Shares.

As the successor to the Aardvark Asset Purchase Agreement, the Company is obligated to pay Aardvark (i) $

3,000,000

, upon initial approval by the FDA of a new drug application for the LDN Formulation (as defined in

the

Aardvark Asset Purchase Agreement) (which amount may be paid in shares of the Company’s common stock or cash, in the Company’s sole discretion) (the “Development Milestone Payment”) and (ii) $

20,000,000

, in cash, upon achievement of certain net sales by the Company of a commercial product that uses the LDN Formulation (the “Commercial Product”). The Company will also pay Aardvark certain royalties in the single digits based on percentages of annual net sales by the Company of a commercial product that uses the LDN Formulation. The royalty percentage is subject to reduction in certain circumstances. Royalties are due for so long as Commercial Product is covered by a valid patent in the country of sale or for ten years following the first commercial sale of the Commercial Product, whichever is longer.

In connection with its acquisition of the

SP-104

Assets, the Company has agreed that if it issues any shares of the Company’s common stock in respect of the Development Milestone Payment, the Company will prepare and file one or more registration statements with the SEC for the purpose of registering for resale such shares and is required to file such registration statement with the SEC within

days following the date on which any such shares are issued.

Tien-Li

Lee, MD, a member of the board of directors of the Company, is the founder, chief executive officer and a member of the board of directors of Aardvark.

Summary of Significant Accounting Policies (Details) [Line Items]

SUBSEQUENT EVENTS

NOTE 10. SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the unaudited condensed consolidated financial statements were issued. Based upon this review, other than as described below and elsewhere in these unaudited condensed consolidated financial statements, the Company did not identify any subsequent events that would have required adjustment or disclosure in the unaudited condensed consolidated financial statements.

On October 10, 2022, the Company extended the period of time to consummate a Business Combination to November 11, 2022. The Sponsors deposited $323,889 into the Trust Account made in the form of

non-interest-bearing

On October 17, 2022, the Company and its Sponsors entered into a Debt Contribution Agreement (the “Debt Contribution Agreement”). The Debt Contribution Agreement relates to certain amounts owed by the Company to the Sponsors for payment of certain outstanding loans (the “Company Obligations”) as set forth in the Debt Contribution Agreement. Pursuant to the Debt Contribution Agreement, the Sponsors have agreed to contribute the Company Obligations to the Company in exchange for the issuance of that number of shares of shares of common stock, par value $0.0001 per share, of the Company, determined by dividing the Company Obligations by $10.00 (the “Contribution Shares”) to the Sponsors immediately prior to the consummation of the Business Combination but after the Domestication (as defined in the Merger Agreement). Upon the occurrence of the debt contribution and issuance of the Contribution Shares to the Sponsors pursuant to the Debt Contribution Agreement, the Company Obligation owed to the Sponsors shall be extinguished in its entirety and shall be of no further force or effect and shall be deemed satisfied in full.

In connection with the Debt Exchange Agreement, on October 17, 2022, Sorrento and Scilex entered into a letter agreement (the “Funding Commitment Letter”) pursuant to which, upon the written request of the Company (which request the Company shall make to the extent necessary to satisfy Net Tangible Asset Condition), Sorrento shall fund one or more loans to the Company in the amount set forth in such written request.

On October 17, 2022, as consideration for Sorrento agreeing to provide for funding under the Funding Commitment Letter, Vickers, the Sponsors, Sorrento and Maxim Group LLC, entered into the Warrant Transfer Agreement (the “Warrant Transfer Agreement”) for the transfer of certain private placement warrants held by the Sponsors to Sorrento in the event redemptions exceed certain thresholds specified in the Warrant Transfer Agreement.

On October 17, 2022, the Company entered into a Letter Agreement with Sorrento and the Sponsors (the “Letter Agreement”) to provide that certain shares held by the Sponsors will be released from the

lock-up

restrictions only in an amount necessary to help satisfy the minimum public float requirement under the Listing Standards of the Nasdaq Stock Market LLC, which amount shall not exceed 1,500,000 shares.

On October 28, 2022, the proxy statement/prospectus was declared effective and the Company commenced with mailing the proxy materials to the Company’s shareholders ahead of the extraordinary general meeting of the Company’s shareholders on November 9, 2022.

NOTE 11 — SUBSEQUENT EVENTS

The Company evaluated subsequent events and transactions that occurred after the balance sheet date up to the date that the financial statements were issued. The Company did not identify any subsequent events, other than noted below, that would have required adjustment or disclosure in the financial statements.

On January 10, 2022, the Company extended the period of time to consummate a Business Combination to April 11, 2022. The Sponsors deposited $1,035,000 into the Trust Account made in the form of

non-interest-bearing

total amount into warrants at a price of $0.75 per warrant, which warrants are identical to the Private Placement Warrants issued. If a Business Combination is not consummated, the Convertible Promissory Notes will not be repaid by the Company and all amounts owed thereunder by the Company will be forgiven except to the extent that the Company has funds available to it outside of its Trust Account.

On January 27, 2022, the Company entered into two additional Convertible Promissory Notes with the Sponsors pursuant to which the Sponsors agreed to loan the Company up to an additional aggregate principal amount of $500,000. The aggregate principal balance of the Convertible Promissory Notes amounted to $2,035,000.

Accounting Policies, by Policy (Policies)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Basis of Presentation

The accompanying

The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

These consolidated financial statements should be read in conjunction with the consolidated financial statements for the fiscal year ended December

2021

. Operating results for quarter periods are not expected to be indicative of operating results for the Company’s

2022

fiscal year, or any subsequent period.

Basis of Presentation

The accompanying consolidated financial statements include the accounts of the Company’s subsidiaries. All intercompany balances and transactions have been eliminated in consolidation.

Significant Accounting Policies

During the

nine

months ended September

2022

, there have been

changes to the Company`s significant accounting policies as described in the notes to the audited financial statements for the years ended December

2021

and

2020

included in the proxy statement/prospectus filed by Vickers with the SEC on October

2022

beginning on page

F-48

thereof.

Business Combination

On March

17, 2022, the Company entered into an Agreement and Plan of Merger (as amended on September 12, 2022, the “BCA”) with Vickers Vantage Corp. I (“Vickers”), a special purpose acquisition

company, and

On November

2022

12.0

million, prior to the settlement of transaction-related costs and expenses. Additionally, all existing related party indebtedness between the Company, Scilex Pharma, and Sorrento totaling $

290.6

million was converted into equity interests in Vickers in connection with the consummation of the Business Combination and pursuant to the terms of the Debt Exchange Agreement (see Note

10)

2022

. Scilex Holding Company following the completion of the Business Combination is sometimes referred to herein as “New Scilex.”

goodwill or other intangible assets recorded.

2022

, the Company had capitalized $

7.3

million of costs incurred in relation to the Business Combination. There were

capitalized costs in relation to the Business Combination as of December

2021

Use of Estimates

Cash and Cash Equivalents

Warrant Liability

Derivative Liabilities

Accounts Receivable, Net

Inventory

The Company determines inventory cost on a

first-in,

first-out

on-hand

inventory. As of December 31, 2021 and 2020, the Company’s inventory was primarily comprised of finished goods.

Property and Equipment

Goodwill and Other Long-Lived Assets

non-generic

Acquired In-Process Research and Development Expense

Acquired

In-Process

Research and Development Expense

The Company has acquired and may continue to acquire the rights to develop and commercialize new product candidates. The

up-front

in-process

Income Taxes

The provisions of the FASB ASC Topic 740,

Income Taxes

, addresses the determination of whether tax benefits claimed or expected to be claimed on a tax return should be recorded in the financial statements. Under ASC Topic

740-10,

Debt

Research and Development Costs

Research and Development

Net Income (Loss) per Ordinary Share

Net Loss per Share

Basic net loss

Rebates

Service Fees

Product Returns

Co-Payment Assistance

Co-Payment

Assistance

Patients who have commercial insurance or pay cash and meet certain eligibility requirements may receive

co-payment

assistance. The Company accrues for

co-payment

assistance based on actual program participation and estimates of program redemption using data provided by third-party

administrators.

Concentration of Credit Risk

Customer Concentration Risk

During the fiscal years ended December

Fair Value of Financial Instruments

Level 1: Observable inputs such as unadjusted quoted prices in active markets for identical instruments.

Level 2: Quoted prices for similar instruments that are directly or indirectly observable in the marketplace.

Segments

Operating segments

non-opioid

Segments

Operating segments

non-opioid

Recent Accounting Standards

Recent Accounting Pronouncements

In October

2021, the FASB issued ASU

2021-08,

Business Combinations (Topic 805): Accounting for Contract Assets and Contract Liabilities from Contracts with Customers

, which requires an acquirer in a business combination to recognize and measure contract assets and contract liabilities in accordance with ASC Topic 606. ASU

2021-08

is effective for fiscal years beginning after December 15, 2022 and early adoption is permitted. The Company is evaluating the impact the standard will have on its consolidated financial statements.

In December

2019, the FASB issued ASU

No. 2019-12,

Income Taxes (Topic 740): Simplifying the Accounting for Income Taxes

Leases

The Company determines if an arrangement is a lease at inception. Operating lease

right-of-use

Revenue Recognition

For product sales, the Company records

gross-to-net

Gross-to-net

adjustments are generally recorded as contract liabilities under accrued expenses within the Company’s consolidated balance sheet.

Stock-Based Compensation

The Company accounts

for stock-based compensation in accordance with FASB ASC Topic 718,

Compensation

—

Stock Compensation

non-employee’s

vesting period.

For purposes of determining

Summary of Significant Accounting Policies (Details) [Line Items]

Basis of Presentation

10-Q

and Article 8 of Regulation

S-X

The accompanying unaudited condensed consolidated financial statements should be read in conjunction with the Company’s Annual Report on

Form 10-K

Basis of Presentation

Principles of Consolidation

Emerging Growth Company

non-emerging

Emerging Growth Company

non-emerging

Use of Estimates

Making estimates requires management to exercise significant judgment. It is at least reasonably possible that the estimate of the effect of a condition, situation or set of circumstances that existed at the date of the financial statements, which management considered in formulating its estimate, could change in the near term due to one or more future confirming events. One of the more significant accounting estimates included in these financial statements is the determination of the fair value of the warrant liabilities. Such estimates may be subject to change as more current information because available and accordingly, the actual results could differ significantly from those estimates.

Cash and Cash Equivalents

Investments Held in Trust Account

Offering Costs

non-current

liabilities as their liquidation is not reasonably expected to require the use of current assets or require the creation of current liabilities.

Offering Costs

Net Income (Loss) per Ordinary Share

Under ASC

480-10-S99,

paid-in

capital and accumulated deficit.

At September 30, 2022 and December 31, 2021, the ordinary shares reflected in the condensed consolidated balance sheets are reconciled in the following table:


Gross proceeds	$	138,000,000
Less:
Ordinary shares issuance costs		(8,119,261	)
Plus:
Accretion of carrying value to redemption value		9,499,261

Ordinary shares subject to possible redemption as of December 31, 2021		139,380,000
Less:
Mandatorily redeemable ordinary shares		(41,824,292	)
Plus:
Accretion of carrying value to redemption value		3,737,378

Ordinary shares subject to possible redemption as of September 30, 2022	$	101,293,086

Ordinary Shares Subject to Possible Redemption

Under ASC

480-10-S99,

paid-in

capital and accumulated deficit.

At December 31, 2021, the ordinary shares reflected in the balance sheets are reconciled in the following table:


Gross proceeds	$	138,000,000
Less:
Ordinary shares issuance costs	$	(8,119,261	)
Plus:
Accretion of carrying value to redemption value	$	9,499,261

Ordinary shares subject to possible redemption	$	139,380,000

Warrant Liability

re-measurement

Warrant Liability

re-measurement

Income Taxes

The following table reflects the calculation of basic and diluted net income (loss) per ordinary share (in dollars, except per share amounts):


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022		2021
	Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	(131,387	)	$	(1,444,352	)	$	623,516	$	(349,248	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,176,395			17,250,000			15,862,288		16,675,824

Basic and diluted net income (loss) per ordinary share	$	(0.01	)	$	(0.08	)	$	0.04	$	(0.02	)

Net income (Loss) per Ordinary Share

The following table reflects the calculation of basic and diluted net income per ordinary share (in dollars, except per share amounts):


	Year Ended December 31, 2021		For the Period from February 21, 2020 (Inception) Through December 31, 2020
	Ordinary Shares		Ordinary Shares
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	783,438	$	(6,276	)
Denominator:
Basic weighted average ordinary shares outstanding		16,820,548		3,000,000

Basic net income (loss) per ordinary share	$	0.05	$	(0.00	)

Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	783,438	$	(6,276	)
Denominator:
Diluted weighted average ordinary shares outstanding		16,834,110		3,000,000

Diluted net income (loss) per ordinary share	$	0.05	$	(0.00	)

Concentration of Credit Risk

Financial instruments that potentially subject the Company to concentrations of credit risk consist of cash accounts in a financial institution, which, at times may exceed the Federal Depository Insurance Corporation coverage limit of $250,000. The Company has not experienced losses on these accounts and management believes the Company is not exposed to significant risks on such account.

Fair Value of Financial Instruments

The fair value of the Company’s assets and liabilities, which qualify as financial instruments under ASC Topic 820, “Fair Value Measurement,” approximates the carrying amounts represented in the accompanying balance sheets, primarily due to their short-term nature, other than the derivative warrant liability.

Recent Accounting Standards

In August 2020, the FASB issued Accounting Standards Update (“ASU”)

2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

Management does not believe that any other recently issued, but not yet effective,

accounting

standard if currently adopted would have a material effect on the accompanying condensed consolidated financial statements.

Recent Accounting Standards

No. 2020-06,

Debt — Debt with Conversion and Other Options (Subtopic

470-20)

and Derivatives and Hedging — Contracts in Entity’ Own Equity (Subtopic

815-40):

Accounting for Convertible Instruments and Contracts in an Entity’ Own Equity (“ASU

2020-06”),

2020-06

is effective for fiscal years beginning after December 15, 2023,

Summary of Significant Accounting Policies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Summary of Significant Accounting Policies (Details) [Line Items]

Schedule of reflects the calculation of basic and diluted net income (loss) per ordinary share

The following

table sets forth the reconciliation of basic and diluted loss per share for the nine months ended September 30, 2022 and 2021 (in thousands except per share data):


	Nine Months Ended September 30,
	2022			2021
Net loss	$	(5,480	)	$	(46,459	)
Denominator for Basic Loss Per Share		197,550			197,266
Effect of Dilutive Securities		—			—

Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities		197,550			197,266
Basic Loss Per Share	$	(0.03	)	$	(0.24	)
Dilutive Loss Per Share	$	(0.03	)	$	(0.24	)

The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2021, 2020, and 2019 (in thousands except per share data):


	Year Ended December 31,
	2021			2020			2019
Net loss	$	(88,424	)	$	(47,519	)	$	(178,594	)

Denominator for Basic Loss Per Share		197,266			197,315			187,524
Effect of Dilutive Securities		0.0			0.0			0.0

Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities		197,266			197,315			187,524
Basic Loss Per Share	$	(0.45	)	$	(0.24	)	$	(0.95	)
Dilutive Loss Per Share	$	(0.45	)	$	(0.24	)	$	(0.95	)

Summary of Significant Accounting Policies (Details) [Line Items]

Schedule of ordinary shares reflected in condensed consolidated balance sheets are reconciled


Gross proceeds	$	138,000,000
Less:
Ordinary shares issuance costs		(8,119,261	)
Plus:
Accretion of carrying value to redemption value		9,499,261

Ordinary shares subject to possible redemption as of December 31, 2021		139,380,000
Less:
Mandatorily redeemable ordinary shares		(41,824,292	)
Plus:
Accretion of carrying value to redemption value		3,737,378

Ordinary shares subject to possible redemption as of September 30, 2022	$	101,293,086


Gross proceeds	$	138,000,000
Less:
Ordinary shares issuance costs	$	(8,119,261	)
Plus:
Accretion of carrying value to redemption value	$	9,499,261

Ordinary shares subject to possible redemption	$	139,380,000

Schedule of reflects the calculation of basic and diluted net income (loss) per ordinary share


	For the Three Months Ended September 30,						For the Nine Months Ended September 30,
	2022			2021			2022		2021
	Ordinary Shares
Basic and diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss)	$	(131,387	)	$	(1,444,352	)	$	623,516	$	(349,248	)
Denominator:
Basic and diluted weighted average ordinary shares outstanding		13,176,395			17,250,000			15,862,288		16,675,824

Basic and diluted net income (loss) per ordinary share	$	(0.01	)	$	(0.08	)	$	0.04	$	(0.02	)


	Year Ended December 31, 2021		For the Period from February 21, 2020 (Inception) Through December 31, 2020
	Ordinary Shares		Ordinary Shares
Basic net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	783,438	$	(6,276	)
Denominator:
Basic weighted average ordinary shares outstanding		16,820,548		3,000,000

Basic net income (loss) per ordinary share	$	0.05	$	(0.00	)

Diluted net income (loss) per ordinary share
Numerator:
Allocation of net income (loss), as adjusted	$	783,438	$	(6,276	)
Denominator:
Diluted weighted average ordinary shares outstanding		16,834,110		3,000,000

Diluted net income (loss) per ordinary share	$	0.05	$	(0.00	)

Fair Value Measurements (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Schedule of valued using the compound option pricing model

The assumptions used in the Black-Scholes option-pricing method related to options issued to employees and nonemployees for the years ended 2020 and 2019 is set forth below:


	Year Ended December 31,
	2020		2019
Weighted-average grant date fair value		$0.83		$0.87
Expected dividend yield		0.00%		0.00%
Expected stock-price volatility		90.00%		89.00% - 104.00%
Risk-free interest rate		0.53%		1.63% - 2.50%
Term of options		5.60		5.76 - 6.08
Fair value per share of common stock on date of grant		$1.16		$1.16
Exercise price		$1.16		$1.16

Fair Value Measurements, Recurring and Nonrecurring [Table Text Block]

The following table presents the Company’s financial assets and liabilities that are measured at fair value (in thousands):


	Fair value measurements at September 30, 2022
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents	$	2,483	$	2.483	$	—	$	—

Total assets measured at fair value	$	2,483	$	2.483	$	—	$	—


	Fair value measurements at December 31. 2021
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents	$	4,338	$	4,338	$	—	$	—

Total assets measured at fair value	$	4,338	$	4,338	$	—	$	—

Liabilities
Derivative liabilities	$	35,700	$	—	$	—	$	35,700

Total liabilities measured at fair value	$	35,700	$	—	$	—	$	35,700

The following table presents the Company’s financial assets and liabilities that are measured at fair value (in thousands):


	Fair value measurements at December 31, 2021
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)

Assets
Cash and cash equivalents	$	4,338	$	4,338	$	—	$	—

Total assets measured at fair value		4,338		4,338		—		—
Liabilities
Derivative liabilities		35,700		—		—		35,700

Total liabilities measured at fair value	$	35,700	$	—	$	—	$	35,700

	Fair value measurements at December 31, 2020
	Balance		Quoted Prices in Active Markets (Level 1)		Significant Other Observable Inputs (Level 2)		Significant Unobservable Inputs (Level 3)
Assets
Cash and cash equivalents	$	4,839	$	4,839	$	—	$	—

Total assets measured at fair value		4,839		4,839
Liabilities
Derivative liabilities		35,400		—		—		35,400

Total liabilities measured at fair value	$	35,400	$	—	$	—	$	35,400

Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Table Text Block]

The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the nine months ended September 30, 2022:


	Fair value
Balance at December 31, 2021	$	35,700
Change in fair value measurement		(35,700	)

Balance at September 30, 2022	$	—

The following table includes a summary of the derivative liabilities measured at fair value using significant unobservable inputs (Level 3) during the years ended December 31, 2021, 2020 and 2019:


	Fair value
Beginning Balance at December 31, 2018	$	—
Additions		10,100
Re-measurement of fair value		23,300

Ending Balance at December 31, 2019		33,400
Additions		2,800
Re-measurement of fair value		(800	)

Ending Balance at December 31, 2020		35,400
Additions		—
Re-measurement of fair value		300

Ending Balance at December 31, 2021	$	35,700

Schedule of fair value hierarchy of the valuation inputs


Description	Level		September 30, 2022		December 31, 2021
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund		1	$	101,293,086	$	139,410,739
Liabilities:
Warrant Liability – Private Placement Warrants		3	$	1,162,800	$	3,351,600
Conversion Option Liability (see Note 5)		3	$	—	$	6,892


Description	Level		December 31, 2021
Assets:
Investments held in Trust Account — U.S. Treasury Securities Money Market Fund		1	$	139,410,739
Liabilities:
Warrant Liability — Private Placement Warrants		3	$	3,351,600
Conversion Option Liability (see Note 5)		3	$	6,892

Schedule of quantitative information regarding Level 3 fair value measurements


	As of September 30, 2022			As of December 31, 2021
Stock price	$	10.33		$	10.04
Strike price	$	11.50		$	11.50
Term (in years)		5.00			5.28
Volatility		0.0	%		8.3	%
Risk-free rate		4.03	%		1.28	%
Dividend yield		0.0	%		0.0	%
Fair value of warrants	$	0.17		$	0.49


	As of December 31, 2021
Stock price	$	10.04
Strike price	$	11.50
Term (in years)		5.28
Volatility		8.3	%
Risk-free rate		1.28	%
Dividend yield		0.0	%
Fair value of warrants	$	0.49

Schedule of changes in the fair value of warrant liabilities


	Private Placement
Fair value as of January 1, 2021	$	—
Initial measurement on January 11, 2021		7,729,200
Change in valuation inputs or other assumptions		(4,104,000	)

Fair value of as of March 31, 2021		3,625,200
Change in valuation inputs or other assumptions		68,400

Fair value of as of June 30, 2021		3,693,600
Change in valuation inputs or other assumptions		1,162,800

Fair value of as of September 30, 2021		4,856,400
Change in valuation inputs or other assumptions		(1,504,800	)

Fair value of as of December 31, 2021		3,351,600
Change in valuation inputs or other assumptions		410,400

Fair value as of March 31, 2022		3,762,000
Change in valuation inputs or other assumptions		(2,530,800	)

Fair value as of June 30, 2022		1,231,200
Change in valuation inputs or other assumptions		(68,400	)

Fair value as of September 30, 2022	$	1,162,800


	Conversion Option Liability
Fair value as of January 1, 2021	$	—
Initial measurement on December 20, 2021		18,727
Change in valuation inputs or other assumptions		(11,835	)

Fair value of as of December 31, 2021		6,892
Initial measurement on January 10, 2022		—
Initial measurement on January 27, 2022		—
Change in valuation inputs or other assumptions		69,896

Fair value as of March 31, 2022		76,788
Change in valuation inputs or other assumptions		(76,788	)

Fair value as of June 30, 2022 and September 30, 2022	$	—


	Private Placement
Fair value as of January 1, 2021	$	—
Initial measurement on January 11, 2021		7,729,200
Change in valuation inputs or other assumptions		(4,377,600	)

Fair value as of December 31, 2021	$	3,351,600

Schedule of valued using the compound option pricing model


	As of September 30, 2022			As of December 31, 2021
Underlying warrant value	$	0.0000		$	0.0103
Exercise price	$	0.75		$	0.75
Holding period		0.50			0.28
Risk-free rate		4.03	%		1.28	%
Volatility		5.3	%		8.3	%
Dividend yield		0.0	%		0.0	%


	December 31, 2021			December 20, 2021 (Initial Measurement)
Underlying warrant value	$	0.0103		$	0.0281
Exercise price	$	0.75		$	0.75
Holding period		0.28			0.31
Risk-free rate %		1.28	%		1.19	%
Volatility%		8.3	%		9.3	%
Dividend yield %		0.0	%		0.0	%

Schedule of change in the fair value of conversion option liability


Fair value as of January 1, 2021	$	—
Initial measurement on December 20, 2021		18,727
Change in fair value		(11,835	)

Fair value as of December 31, 2021	$	6,892

Tabular disclosure of financial instruments measured at fair value, including those classified in shareholders' equity measured on a recurring or nonrecurring basis. Disclosures include, but are not limited to, fair value measurements recorded and the reasons for the measurements, level within the fair value hierarchy in which the fair value measurements are categorized and transfers between levels 1 and 2. Nonrecurring fair value measurements are those that are required or permitted in the statement of financial position in particular circumstances.

Tabular disclosure of all significant concentrations of risk, including credit risk and market risk, arising from all financial instruments (as defined), whether from an individual counterparty or groups of counterparties. The disclosure concerning concentrations of risk may consist of the following information: (1) for concentrations of credit risk disclosure may include: (a) information about the (shared) activity, region, or economic characteristic that identifies the concentration, (b) the maximum amount of loss due to credit risk that, based on the gross fair value of the financial instrument, the entity would incur if parties to the financial instruments that make up the concentration failed completely to perform according to the terms of the contracts and the collateral or other security, if any, for the amount due proved to be of no value to the entity, (c) the policy of requiring collateral or other security to support financial instruments subject to credit risk, information about the entity's access to that collateral or other security, and the nature and a brief description of the collateral or other security supporting those financial instruments, and (d) the policy of entering into master netting arrangements to mitigate the credit risk of financial instruments, information about the arrangements for which the entity is a party, and a brief description of the terms of those arrangements, including the extent to which they would reduce the entity's maximum amount of loss due to credit risk and (2) for disclosure of quantitative information about the market risks of financial instruments that is consistent with the way the company manages or adjusts those risks, disclosure may include: (a) more details about current positions and perhaps activity during the period, (b) the hypothetical effects on comprehensive income (or net assets), or annual income, of several possible changes in market prices, (c) a gap analysis of interest rate re-pricing or maturity dates, (d) the duration of the financial instruments, (e) the entity's value at risk from derivatives and from other positions at the end of the reporting period and the average value at risk during the year, or (f) other ways of reporting quantitative information as internally developed.

Property, Plant and Equipment [Abstract]

Property and Equipment (Tables)

12 Months Ended

Dec. 31, 2021

Property and Equipment

Property and equipment consisted of the following as of December 31, 2021 and 2020 (in thousands):


	December 31
	2021			2020
Computers & equipment	$	77		$	77
Furniture		118			118
Leasehold improvements		48			48
Construction in progress		689			691

Property and equipment, gross		932			934
Less: Accumulated depreciation		(127	)		(88	)

Property and equipment, net	$	805		$	846

Goodwill and Intangible Assets (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Goodwill and Intangible Assets Disclosure [Abstract]

Summary of the Company's Identifiable Intangible Assets

A summary of the Company’s identifiable intangible assets as of September 30, 2022 and December 31, 2021 is as follows (in thousands):


	Nine months ended September 30, 2022
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	12,871	$	19,759
Acquired technology		21,940		5,851		16,089
Acquired licenses		5,711		92		5,619
Assembled workforce		500		350		150

Total intangible assets	$	60,781	$	19,164	$	41,617


	December 31. 2021
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	11,239	$	21,391
Acquired technology		21,940		4,754		17,186
Assembled workforce		500		275		225

Total intangible assets	$	55,070	$	16,268	$	38,802

A summary of the Company’s identifiable intangible assets as of December 31, 2021 and 2020 is as follows (in thousands):


	December 31, 2021
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	11,239	$	21,391
Acquired technology		21,940		4,754		17,186
Assembled workforce		500		275		225

Total intangible assets	$	55,070	$	16,268	$	38,802


	December 31, 2020
	Gross carrying amount		Accumulated amortization		Intangibles, net
Patent rights	$	32,630	$	9,064	$	23,566
Acquired technology		21,940		3,291		18,649
Assembled workforce		500		175		325

Total intangible assets	$	55,070	$	12,530	$	42,540

Summary of Estimated Future Amortization Expense

Estimated future amortization expense related to intangible assets at September 30, 2022 is as follows (in thousands):


Year ended December 31,	Amount
2022 (remaining three months)	$	1,027
2023	$	4,106
2024	$	4,031
2025	$	4,006
2026	$	4,006
Thereafter	$	24,441
Total	$	41,617

Estimated future amortization expense related to intangible assets at December 31, 2021 is as follows (in thousands):


Year Ending December 31,	Amount
2022	$	3,738
2023		3,738
2024		3,663
2025		3,638
2026		3,638
Thereafter		20,387

Total	$	38,802

Debt (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Debt Disclosure [Abstract]

Summary of Borrowings of the Scilex Pharma Notes

Borrowings of the Scilex Notes consisted of the following (in thousands):


	September 30, 2022		December 31, 2021
Principal	$	—	$	133,997
Unamortized debt discount		—		(30,597	)
Unamortized debt issuance costs		—		(2,228	)

Carrying value		—		101,172
Current portion		—		(29,135	)

Long term portion		—		72,037

Estimated fair value	$	—	$	115,400

Borrowings of the Scilex Pharma Notes are as follows (in thousands):


	December 31,
	2021			2020
Principal	$	133,997		$	151,872
Unamortized debt discount		(30,597	)		(51,022	)
Unamortized debt issuance costs		(2,228	)		(3,711	)

Carrying value		101,172			97,139
Current portion		(29,135	)		(4,881	)

Long term portion		72,037			92,258

Estimated fair value	$	115,400		$	122,300

Summary of Future Minimum Payments Under the Scilex Pharma Notes

Future minimum payments under the Scilex Pharma Notes, based on a percentage of projected net sales of ZTlido are estimated as follows (in thousands):


Year Ending December 31,	2021
2022	$	29,135
2023		12,005
2024		13,637
2025		14,746
2026		64,474

Total minimum future payments	$	133,997

Tabular disclosure of long-debt instruments or arrangements, including identification, terms, features, collateral requirements and other information necessary to a fair presentation. These are debt arrangements that originally required repayment more than twelve months after issuance or greater than the normal operating cycle of the entity, if longer.

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-URI https://asc.fasb.org/extlink&oid=123466577&loc=SL123495743-112612

Reference 8: http://fasb.org/us-gaap/role/ref/legacyRef
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Compensation And Employee Benefit Plans [Abstract]

Stock Incentive and Employee Benefit Plans (Tables)

12 Months Ended

Dec. 31, 2021

Summary Of Share Based Payment Award Options Issued To Employees And Nonemployees Valuation Assumptions

The assumptions used in the Black-Scholes option-pricing method related to options issued to employees and nonemployees for the years ended 2020 and 2019 is set forth below:


	Year Ended December 31,
	2020		2019
Weighted-average grant date fair value		$0.83		$0.87
Expected dividend yield		0.00%		0.00%
Expected stock-price volatility		90.00%		89.00% - 104.00%
Risk-free interest rate		0.53%		1.63% - 2.50%
Term of options		5.60		5.76 - 6.08
Fair value per share of common stock on date of grant		$1.16		$1.16
Exercise price		$1.16		$1.16

Summary Of The Options Outstanding

The following represents a summary of the options outstanding at December 31, 2021, 2020, and 2019 changes during the years then ended (in thousands, other than weighted-average exercise price):


	Options			Weighted average exercise price		Aggregate Intrinsic Value

Outstanding at December 31, 2018		4,781		$	0.63	$	1,291
Granted		21,468			1.16
Exercised		—			—
Forfeited/Cancelled		(838	)		0.94

Outstanding at December 31, 2019		25,411			1.07		2,183
Granted		6,194			1.16
Exercised		(56	)		0.90
Forfeited/Cancelled		(745	)		0.94

Outstanding at December 31, 2020		30,804			1.10		2,172
Granted		—			—
Exercised		—			—
Forfeited/Cancelled		(2,641	)		0.68

Outstanding at December 31, 2021		28,163		$	1.13	$	915
Exercisable at December 31, 2021		17,177		$	1.11

Commitments and Contingencies (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Commitments and Contingencies Disclosure [Abstract]

Summary of Components of Lease Expense

The components of lease expense were as follows (in thousands):


	Year Ended December 31,
	2021		2020		2019
Operating lease cost*	$	623	$	904	$	776

*	Inclusive of variable lease costs, sublease income, and impairment, which were immaterial for the periods presented.

Summary of Supplemental Quantitative Information Related To Leases

Supplemental quantitative information related to leases includes the following:


	Nine Months Ended September 30,
	2022			2021

Cash paid for amounts included in the measurement of lease liabilities:

Operating cash flows from operating leases	$	531		$	489
ROU assets obtained in exchange for new operating lease liabilities	$	320		$	—
Weighted average remaining lease term in years — operating leases		2.0			3.1
Weighted average discount rate — operating leases		11.8	%		12.2	%

Supplemental quantitative information related to leases includes the following:


	Year Ended December 31,
	2021			2020

Cash paid for amounts included in the measurement of lease liabilities:
Operating cash flows from operating leases	$	(654	)	$	(833	)
Weighted average remaining lease term in years — operating leases		2.8			3.8
Weighted average discount rate — operating leases		12.2	%		12.2	%

Maturities of Lease Liabilities

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2022 (Remaining three months)	$	215
2023		872
2024		703
2025		—
2026		—

Total lease payments		1,790
Less imputed interest		(210	)

Total lease liabilities as of September 30, 2022	$	1,580

Maturities of lease liabilities were as follows (in thousands):


Year Ending December 31,	Amount
2022	$	674
2023		694
2024		596
2025		—
2026		—
Total lease payments		1,964
Less imputed interest		(316	)
Total lease liabilities as of December 31, 2021	$	1,648

Restatement of Previously Issued Financial Statements (Tables)

12 Months Ended

Dec. 31, 2021

Condensed Financial Statements, Captions [Line Items]

Schedule of impact of these adjustments to the financial statement, as previously reported

The impact of these adjustments to the financial statement, as previously reported, is presented below.


	As Previously Reported			Adjustments Restatement 1			Adjustments Restatement 2			As Restated
Balance sheet as of January 11, 2021
Warrant Liability	$	—		$	7,729,200		$	—		$	7,729,200
Total Liabilities		5,345,000			7,729,200			—			13,074,200
Ordinary Shares Subject to Possible Redemption		129,999,029			(7,729,200	)		17,110,171			139,380,000
Ordinary Shares		438			76			(169	)		345
Additional Paid-in Capital		5,006,060			2,629,336			(7,635,396	)		—
Accumulated Deficit		(6,490	)		(2,629,412	)		(9,474,606	)		(12,110,508	)
Total Shareholders’ Equity (Deficit)	$	5,000,008			—		$	(17,110,171	)	$	(12,110,163	)

Income Taxes (Tables)

12 Months Ended

Dec. 31, 2021

Income Tax Disclosure [Abstract]

Schedule of components of income tax expense (benefit)

Total loss before income taxes for the years ended December

2021

2020

and

2019

did not include a foreign component. The components of benefits for income taxes were as follows for the period ended December

(in thousands):


	Year Ended December 31,
	2021		2020			2019
Current expense:
Federal	$	—	$	—		$	—
State		5		(53	)		2

		5		(53	)		2
Deferred
Federal		—		—			—
State		—		—			—

		—		—		$	—
Total	$	5	$	(53	)	$	2

Schedule of deferred tax assets and liabilities

The components of the Company’s net deferred tax liabilities and related valuation allowance are as follows at December 31 (in thousands):


	December 31,
	2021			2020
Deferred tax assets
Interest expense limitations	$	12,205		$	8,225
Tax credit carryforwards		1,630			1,623
Net operating loss carryforwards		39,714			31,732
Stock based compensation		3,233			2,037
Operating lease liabilities		404			510
Others		1,753			2,285

Total Deferred Tax Assets		58,939			46,412
Valuation allowance		(56,643	)		(43,514	)

Total Deferred Tax Assets		2,296			2,898

Deferred Tax Liabilities:
Amortization of intangibles		(1,975	)		(2,486	)
Other		(2	)		—
Operating lease right-of-use assets		(319	)		(412	)
Total Deferred Tax Liabilities	$	(2,296	)	$	(2,898	)

Schedule of effective income tax rate reconciliation

The reconciliation between U.S. federal income taxes at the statutory rate and the Company’s benefit from income taxes are as follows for the year ended December 31:


	Year Ended December 31,
	2021			2020			2019
Statutory Federal Income Tax Rate		21.0	%		21.0	%		21.0	%
State taxes, net of federal tax benefit		2.8	%		2.7	%		5.0	%
Debt discount and interest limitation		(10.1	)%		1.7	%		0.0	%
In-process research and development		0.0	%		0.0	%		(11.0	)%
Return to provision adjustments and carryback		2.7	%		(11.2	)%		0.0	%
Others		(1.6	)%		(0.8	)%		(0.8	)%
Change in valuation allowance		(14.8	)%		(13.2	)%		(14.2	)%

Income Tax Benefit		0.0	%		0.2	%		0.0	%

Loss Per Share (Tables)

9 Months Ended

12 Months Ended

Sep. 30, 2022

Dec. 31, 2021

Earnings Per Share [Abstract]

Summary of reconciliation of basic and diluted loss per share

The following

table sets forth the reconciliation of basic and diluted loss per share for the nine months ended September 30, 2022 and 2021 (in thousands except per share data):


	Nine Months Ended September 30,
	2022			2021
Net loss	$	(5,480	)	$	(46,459	)
Denominator for Basic Loss Per Share		197,550			197,266
Effect of Dilutive Securities		—			—

Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities		197,550			197,266
Basic Loss Per Share	$	(0.03	)	$	(0.24	)
Dilutive Loss Per Share	$	(0.03	)	$	(0.24	)

The following table sets forth the reconciliation of basic and diluted loss per share for the years ended December 31, 2021, 2020, and 2019 (in thousands except per share data):


	Year Ended December 31,
	2021			2020			2019
Net loss	$	(88,424	)	$	(47,519	)	$	(178,594	)

Denominator for Basic Loss Per Share		197,266			197,315			187,524
Effect of Dilutive Securities		0.0			0.0			0.0

Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities		197,266			197,315			187,524
Basic Loss Per Share	$	(0.45	)	$	(0.24	)	$	(0.95	)
Dilutive Loss Per Share	$	(0.45	)	$	(0.24	)	$	(0.95	)

Description of Organization and Business Operations (Details)			1 Months Ended	9 Months Ended	12 Months Ended
	Jan. 11, 2021 USD ($) $ / shares shares	Nov. 10, 2020 USD ($)	Feb. 28, 2019	Sep. 30, 2022 USD ($) $ / shares shares	Dec. 31, 2021 USD ($) Day $ / shares shares	Nov. 11, 2022 USD ($)	Apr. 18, 2022 USD ($)	Apr. 11, 2022 USD ($)	Dec. 20, 2021 USD ($) $ / shares	Dec. 31, 2020 USD ($)	Mar. 18, 2019 USD ($)
Description of Organization and Business Operations (Details) [Line Items]
Company place of incorporation			DE
Sorrento [Member] \| Reorganization [Member]
Description of Organization and Business Operations (Details) [Line Items]
Debt instrument face amount											$ 16,500,000
Vickers Vantage [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrant price per share (in Dollars per share) \| $ / shares	$ 10								$ 0.75
Gross proceeds	$ 138,000,000			$ 5,130,000
Sale of warrants (in Shares) \| shares				6,840,000
Transaction costs amount				$ 8,149,473
Cash underwriting fees				2,400,000	$ 2,400,000
Deferred underwriting fees				5,190,000	5,190,000
Other offering costs				559,473
Non-interest-bearing loans				3,365,554
Deposited trust account				$ 101,293,086	$ 139,410,739	$ 1,295,556
Sale of stock, description				The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below) (less any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.	The stock exchange listing rules require that the Business Combination must be with one or more operating businesses or assets with a fair market value equal to at least 80% of the assets held in the Trust Account (as defined below)(less any deferred underwriting commissions and taxes payable on the interest earned on the Trust Account). The Company will only complete a Business Combination if the post-Business Combination company owns or acquires 50% or more of the issued and outstanding voting securities of the target or otherwise acquires a controlling interest in the target business sufficient for it not to be required to register as an investment company under the Investment Company Act of 1940, as amended (the “Investment Company Act”). There is no assurance that the Company will be able to successfully effect a Business Combination.
Anticipated public share (in Dollars per share) \| $ / shares				$ 10.38	$ 10.1
Net tangible assets				$ 5,000,001
Percentage of public shares				20.00%	20.00%
Business combination redeem percentage				100.00%	100.00%
Dissolution expenses				$ 50,000
Deposit into the trust account per share (in Dollars per share) \| $ / shares				$ 10.38
Lesser public per share (in Dollars per share) \| $ / shares				$ 10.1
Business combination description				In connection with its solicitation of proxies in connection with the Extension Proposal, the Company was required to permit its public shareholders to redeem their ordinary shares. Of the 13,800,000 ordinary shares outstanding with redemption rights, the holders of 4,073,605 ordinary shares elected to redeem their shares at a per share redemption price of $10.25. As a result, approximately $41.8 million was removed from the Trust Account to pay such holders and approximately $99.8 million remained in the Trust Account. Following the redemptions, the Company has 9,726,395 ordinary shares with redemption rights outstanding and the Company will deposit $323,888 (or approximately $0.0333 per ordinary share that remains outstanding) for each calendar month, or portion thereof, that is needed by the Company to complete an initial business combination from July 11, 2022.
Opening bank account				$ 34,961
Working capital				643,543
Deposit interest income				696,000	$ 31,000
Proceeds of initial public offering	$ 138,000,000
Transaction costs amount					8,149,473
OtherOfferingCosts					$ 559,473
Number of business days \| Day					2
Net tangible assets (in Dollars)				5,000,001	$ 5,000,001
Deposit into trust account					1,035,000
Interest Expense					50,000
Cash				$ 34,961	507,921					$ 30,511
Working capital					$ 303,753
Debt instrument face amount							$ 500,000	$ 1,500,000	$ 500,000
IPO [Member] \| Vickers Vantage [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares (in Shares) \| shares	13,800,000
Warrant price per share (in Dollars per share) \| $ / shares	$ 10.1
Sale of units amount	$ 139,380,000
Number of shares (in Shares) \| shares	13,800,000
Sale of warrants (in Shares) \| shares					6,840,000
Over-Allotment Option [Member] \| Vickers Vantage [Member]
Description of Organization and Business Operations (Details) [Line Items]
Number of shares (in Shares) \| shares	1,800,000
Anticipated public share (in Dollars per share) \| $ / shares					$ 0.075
Number of shares (in Shares) \| shares	1,800,000
Deposit into trust account					$ 1,035,000
Private Placement Warrant [Member] \| Vickers Vantage [Member]
Description of Organization and Business Operations (Details) [Line Items]
Warrant price per share (in Dollars per share) \| $ / shares				$ 0.75	$ 0.75
Gross proceeds of amount					$ 5,130,000
Business Combination [Member] \| Vickers Vantage [Member]
Description of Organization and Business Operations (Details) [Line Items]
Redeem percentage				100.00%
Scilex Pharma [Member] \| Contribution And Loan Agreement [Member] \| Reorganization [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination equity interest acquired											100.00%
Vantage Merger Sub Inc [Member]
Description of Organization and Business Operations (Details) [Line Items]
Transaction costs amount				$ 7,300,000	$ 0
Gross proceeds from business combination		$ 12,000,000
Vantage Merger Sub Inc [Member] \| Debt Exchange Agreement [Member]
Description of Organization and Business Operations (Details) [Line Items]
Equity interest from business combination		$ 290,600,000
Sponsor [Member] \| Vickers Vantage [Member]
Description of Organization and Business Operations (Details) [Line Items]
Business combination redeem percentage					100.00%

Summary of Significant Accounting Policies (Details) - USD ($)	12 Months Ended
	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 30, 2022
Summary of Significant Accounting Policies (Details) [Line Items]
Credit losses on accounts receivable	$ 0	$ 0	$ 0
Customer Concentration Risk [Member] \| Revenue Benchmark [Member] \| Sole Distributor [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Concentration risk percentage	100.00%	100.00%	100.00%
Vicker's Vantage
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs amount	$ 8,119,261			$ 8,119,261
Purchase of ordinary shares (in Shares)	13,740,000			13,740,000
Federal depository insurance coverage	$ 250,000			$ 250,000
Founder shares (in Shares)	450,000
Vicker's Vantage \| Initial Public Offering [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Offering costs amount	$ 30,212			$ 30,212

Summary of Significant Accounting Policies (Details) - Schedule of ordinary shares reflected in condensed consolidated balance sheets are reconciled - Vickers Vantage [Member] - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Summary of Significant Accounting Policies (Details) [Line Items]
Gross proceeds		$ 138,000,000
Less:
Ordinary shares issuance costs		(8,119,261)
Plus:
Accretion of carrying value to redemption value	$ 3,737,378	9,499,261
Accretion of carrying value to redemption value		9,499,261
Ordinary shares subject to possible redemption	101,293,086	$ 139,380,000
Less:
Mandatorily redeemable ordinary shares	$ (41,824,292)

Summary of Significant Accounting Policies (Details) - Schedule of reflects the calculation of basic and diluted net income (loss) per ordinary share - USD ($)

3 Months Ended

9 Months Ended

10 Months Ended

12 Months Ended

Sep. 30, 2022

Sep. 30, 2021

Sep. 30, 2022

Sep. 30, 2021

Dec. 31, 2020

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Denominator:

Basic and diluted net income (loss) per ordinary share

$ (0.03)

$ (0.24)

$ (0.45)

$ (0.24)

$ (0.95)

Weighted average shares outstanding, ordinary shares (in Shares) , Basic

197,550

197,266

197,315

187,524

Weighted average shares outstanding, ordinary shares (in Shares) , diluted

197,550

197,266

197,315

187,524

Diluted net income (loss) per ordinary share

$ (0.03)

$ (0.24)

$ (0.45)

$ (0.24)

$ (0.95)

Allocation of net income (loss)

Numerator:

$ (131,387)

$ (1,444,352)

$ 623,516

$ (349,248)

$ (6,276)

$ 783,438

Denominator:

Basic and diluted weighted average ordinary shares outstanding

13,176,395

17,250,000

15,862,288

16,675,824

Basic and diluted net income (loss) per ordinary share

$ (0.01)

$ (0.08)

$ 0.04

$ (0.02)

$ 0

$ 0.05

Weighted average shares outstanding, ordinary shares (in Shares) , Basic

13,176,395

17,250,000

15,862,288

16,675,824

3,000,000

^[1]

16,820,548

^[1]

Weighted average shares outstanding, ordinary shares (in Shares) , diluted

13,176,395

17,250,000

15,862,288

16,675,824

3,000,000

16,834,110

Diluted net income (loss) per ordinary share

$ (0.01)

$ (0.08)

$ 0.04

$ (0.02)

$ 0

$ 0.05

[1]	At December 31, 2020, excludes an aggregate of up to 450,000 ordinary shares that were subject to forfeiture.

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

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-Paragraph 1
-Subparagraph (SX 210.9-04(27))
-URI https://asc.fasb.org/extlink&oid=120399700&loc=SL114874048-224260

Summary of Significant Accounting Policies (Details) - Schedule of reflects the calculation of basic and diluted net income (loss) per ordinary share (Parentheticals) - $ / shares	3 Months Ended		9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Summary of Significant Accounting Policies (Details) [Line Items]
Basic and diluted weighted average ordinary shares outstanding (in Shares)			197,550	197,266		197,266	197,315	187,524
Basic and diluted net income (loss) per ordinary share (in Dollars per share)			$ (0.03)	$ (0.24)		$ (0.45)	$ (0.24)	$ (0.95)
Vickers Vantage [Member]
Summary of Significant Accounting Policies (Details) [Line Items]
Basic and diluted weighted average ordinary shares outstanding (in Shares)	13,176,395	17,250,000	15,862,288	16,675,824	3,000,000	16,834,110
Basic and diluted net income (loss) per ordinary share (in Dollars per share)	$ (0.01)	$ (0.08)	$ 0.04	$ (0.02)	$ 0	$ 0.05

Condensed Financial Statements, Captions [Line Items]

Liquidity and Going Concern (Details) - USD ($)	1 Months Ended	9 Months Ended		12 Months Ended
Liquidity and Going Concern (Details) - USD ($)	Sep. 30, 2018	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Oct. 17, 2022	Sep. 28, 2022	Feb. 28, 2022	Apr. 30, 2021	Sep. 30, 2020
Liquidity And Going Concern [Line Items]
Net working capital		$ 219,600,000		$ 146,400,000
Cash and cash equivalents		2,483,000		4,338,000	$ 4,839,000	$ 10,295,000
Operating loss		30,893,000	$ 25,421,000	35,838,000	35,258,000	138,695,000
Cash flow from operation		20,533,000	$ 22,707,000	28,664,000	31,461,000	60,421,000
Retained earnings accumulated deficit		358,030,000		352,550,000	264,126,000
Debt Instrument, Annual Principal Payment				45,900,000	$ 69,800,000	$ 2,300,000
Minimum net worth to consummate business combination							$ 5,000,001
Funding Commitment Letter [Member]
Liquidity And Going Concern [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							10,000,000
Aggregate Outstanding Amount							310,000,000
Scilex Pharma Notes [Member]
Liquidity And Going Concern [Line Items]
Debt Instrument, Annual Principal Payment		41,400,000
Debt instrument, decrease, forgiveness		$ 28,000,000
Notes Payable, Related Parties								$ 34,000,000
Subsequent Event [Member]
Liquidity And Going Concern [Line Items]
Minimum net worth to consummate business combination							5,000,001
Subsequent Event [Member] \| Funding Commitment Letter [Member]
Liquidity And Going Concern [Line Items]
Line of Credit Facility, Maximum Borrowing Capacity							10,000,000
Aggregate Outstanding Amount							$ 310,000,000
Scilex Pharma [Member] \| Senior Secured Notes Due Two Thousand And Twenty Six [Member]
Liquidity And Going Concern [Line Items]
Debt instrument face amount	$ 224,000,000
Proceeds from senior secured notes	140,000,000
Minimum unrestricted cash balance	$ 4,000,000
Debt instrument face amount of debt repurchased										$ 40,000,000	$ 65,000,000
Restricted funds releasable for future repurchase of debt											$ 45,000,000
Scilex Pharma [Member] \| Senior Secured Notes Due Two Thousand And Twenty Six [Member] \| Cumulative Sales Related Contingency [Member]
Liquidity And Going Concern [Line Items]
Debt instrument face amount				$ 28,000,000
Scilex Pharma [Member] \| Senior Secured Notes Due Two Thousand And Twenty Six [Member] \| Letter Of Credit Drawn Down [Member] \| Subsequent Event [Member]
Liquidity And Going Concern [Line Items]
Minimum unrestricted cash balance									$ 10,000,000
Debt instrument repurchase obligation									$ 20,000,000

Public Offering (Details) - Vickers Vantage [Member] - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Public Offering (Details) [Line Items]
Purchase price per unit (in Dollars per share)	$ 10	$ 10
IPO [Member]
Public Offering (Details) [Line Items]
Shares issued related to Semnur Acquisition , shares	13,800,000
Sale of stock, description	Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7).	Each Unit consists of one ordinary share and one-half of one redeemable warrant (“Public Warrant”). Each whole Public Warrant entitles the holder to purchase one ordinary share at an exercise price of $11.50 per whole share (see Note 7).
Number of sale units		13,800,000
Over-Allotment Option [Member]
Public Offering (Details) [Line Items]
Shares issued related to Semnur Acquisition , shares	1,800,000
Number of sale units		1,800,000

Private Placement (Details) - Vickers Vantage [Member] - USD ($)	9 Months Ended		10 Months Ended	12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021
Private Placement (Details) [Line Items]
Aggregate purchase of private placement warrants (in Shares)	6,840,000
Aggregate purchase price (in Dollars)	$ 0	$ 5,130,000		$ 5,130,000
Private Placement [Member]
Private Placement (Details) [Line Items]
Aggregate purchase of private placement warrants (in Shares)	6,840,000			6,840,000
Price per warrant	$ 0.75			$ 0.75
Aggregate purchase price (in Dollars)	$ 5,130,000			$ 5,130,000
Ordinary share, per share	$ 11.5			$ 11.5

Related Party Transactions (Details) - USD ($)																							1 Months Ended						3 Months Ended	9 Months Ended		10 Months Ended	12 Months Ended
Related Party Transactions (Details) - USD ($)	Nov. 10, 2022	Oct. 10, 2022	Sep. 30, 2022	Sep. 12, 2022	Sep. 09, 2022	Aug. 11, 2022	Jul. 11, 2022	May 12, 2022	Apr. 01, 2022	Jan. 10, 2022	Apr. 30, 2021	Feb. 28, 2021	Jan. 14, 2021	Jan. 11, 2021	Jan. 06, 2021	Jan. 06, 2021	Dec. 07, 2020	Oct. 08, 2020	Jul. 16, 2020	Mar. 18, 2019	Oct. 22, 2018	Oct. 02, 2018	Sep. 11, 2022	Feb. 28, 2022	Jan. 27, 2022	Dec. 20, 2021	Feb. 26, 2021	Dec. 31, 2020	Jul. 11, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2020	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Nov. 11, 2022	Oct. 17, 2022	Apr. 18, 2022	Apr. 11, 2022	Jan. 29, 2021	Jan. 13, 2021	Aug. 07, 2019	Oct. 05, 2018
Related Party Transactions [Line Items]
Aggregate purchase price value																																			$ 54,591,000
Additional amount borrowed			$ 128,615,000																									$ 122,423,000		$ 128,615,000		$ 122,423,000	$ 128,654,000	$ 122,423,000
Amortization of debt issuance costs and debt discount																														3,108,000	$ 5,904,000		7,909,000	10,664,000	15,033,000
Payment to acquire inventory																														4,000,000	4,800,000		5,700,000	1,000,000	8,400,000
Number of shares acquired																						24,117,608
Related party payable			$ 166,145,000																									26,664,000		$ 166,145,000		26,664,000	92,724,000	26,664,000
Advances outstanding																												$ 30,000				$ 30,000	0	$ 30,000
Debt instrument, repurchase amount																																	$ 51,000,000
Preference shares, par value (in Dollars per share)			$ 0.0001																									$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Proceeds from Issuance of Medium-term Notes																														$ 62,500,000	11,500,000		$ 14,700,000	$ 10,300,000	21,628,000
Due On Or After February Two Thousand And Thirty [Member]
Related Party Transactions [Line Items]
Proceeds from Issuance of Medium-term Notes																								$ 35,000,000
Ordinary Shares
Related Party Transactions [Line Items]
Aggregate purchase price value																																			5,000
Ordinary shares, subject to forfeiture (in Shares)																																		(100,000)
Sorrento [Member] \| Debt Exchange Agreement [Member]
Related Party Transactions [Line Items]
Per share calculation of Outstanding Amount In Exchange of Shares				$ 11
Limitation of Outstanding Amount In Exchange of Shares				$ 310,000,000
Long-term debt	$ 290.6		$ 276.8																											276.8
Sorrento [Member] \| Debt Exchange Agreement [Member] \| Preferred Stock
Related Party Transactions [Line Items]
Debt Conversion, Converted Instrument, Shares Issued	29,057,097
Sorrento [Member] \| Debt Exchange Agreement [Member] \| Ordinary Shares
Related Party Transactions [Line Items]
Debt Conversion, Converted Instrument, Shares Issued	2,905,710
Two Thousand And Twenty Two Promissory Note [Member]
Related Party Transactions [Line Items]
Notes payable, noncurrent			4,200,000																											4,200,000
Two Thousand And Twenty Two Promissory Note [Member] \| Sorrento [Member]
Related Party Transactions [Line Items]
Debt instrument, term								7 years
Debt instrument, interest rate, stated percentage								2.66%
Sorrento [Member]
Related Party Transactions [Line Items]
Debt discount amount											$ 20,000,000	$ 17,300,000
Itochu [Member]
Related Party Transactions [Line Items]
Percentage of shares outstanding																												14.70%				14.70%		14.70%
Percentage of capital shares outstanding																												14.70%				14.70%		14.70%
Capital stock, shares outstanding																																									34,889,868
Sorrento [Member]
Related Party Transactions [Line Items]
Percentage of shares outstanding																																								99.97%
Number of shares acquired																																								34,889,868
Related Party transaction, selling, general and administrative expenses from transactions with related party																														3,200,000	3,000,000		4,000,000	$ 2,300,000	$ 900,000
Percentage of simple interest																				10.00%
Related party note payable			47,100,000																									$ 13,000,000		47,100,000		$ 13,000,000	19,600,000	13,000,000
Related party payable			6,800,000									37,300,000																2,600,000		6,800,000		2,600,000	3,900,000	2,600,000
Debt discount amount																														20,000,000
Proceeds from notes payable																														27,500,000	3,400,000
Working capital requirements			48,700,000																									13,000,000		48,700,000		13,000,000	35,700,000	13,000,000
Debt instrument, repurchase amount			100,000,000																							$ 51,000,000		$ 13,700,000		100,000,000		$ 13,700,000		$ 13,700,000
Legal fees			17,500,000																														6,000,000
Sorrento [Member] \| Debt Exchange Agreement [Member]
Related Party Transactions [Line Items]
Preference shares, par value (in Dollars per share)				$ 0.0001
Percentage of Outstanding Amount Indebtedness				10.00%
Sorrento [Member] \| Reorganization [Member]
Related Party Transactions [Line Items]
Aggregate principal amount																				$ 16,500,000
Senmur [Member]
Related Party Transactions [Line Items]
Payments to acquire productive assets																				15,000,000
Asset acquistion consideration transferred equity interest issued and issuable																				$ 55,000,000
Stock issued during period shares purchase of assets																				47,039,315
Common stock shares subscribed but not issued																				352,972																						352,972
Asset acquisition price per share																				$ 1.16																						$ 1.16
Percentage of ownership interest																				58.00%
Senmur [Member] \| Sorrento [Member]
Related Party Transactions [Line Items]
Percentage of shares outstanding																												82.30%				82.30%		82.30%						99.97%
Senmur [Member] \| Sorrento [Member]
Related Party Transactions [Line Items]
Percentage of shares outstanding																												82.30%				82.30%		82.30%
Subsequent Event [Member]
Related Party Transactions [Line Items]
Aggregate purchase price value																																	2,035,000
Subsequent Event [Member] \| Two Thousand And Twenty Two Promissory Note [Member] \| Sorrento [Member]
Related Party Transactions [Line Items]
Aggregate principal amount								$ 5,000,000
Debt instrument, term								7 years
Debt instrument, interest rate, stated percentage								2.66%
Promissory Note - Related Party [Member]
Related Party Transactions [Line Items]
Aggregate principal amount																																											$ 25,000,000
Related party payable			4,900,000																											$ 4,900,000			$ 3,100,000
Vickers Vantage [Member]
Related Party Transactions [Line Items]
Aggregate principal amount																										500,000												$ 500,000	$ 1,500,000
Business combination, description																														The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $0.75 per warrant.			The notes may be repaid upon completion of a Business Combination, without interest, or, at the lender’s discretion, up to $1,500,000 of notes may be converted upon completion of a Business Combination into warrants at a price of $0.75 per warrant.
Convertible promissory notes																										$ 500,000
Warrant price per share (in Dollars per share)									$ 0.75																	$ 0.75
Additional amount borrowed										$ 1,035,000																		$ 24,655				$ 24,655		$ 24,655
Aggregate principal amount																									$ 500,000					2,971,667			0
Interest expense																														1,155			16,901
Amortization of debt issuance costs and debt discount																														$ 0			$ 16,901
Description of related party extension loans																														In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.075 per Public Share in either case), on or prior to the date of the applicable deadline, for each three-month extension.			In order to extend the time available for the Company to consummate a Business Combination, the Sponsor or its affiliates or designees must deposit into the Trust Account $1,035,000 ($0.075 per Public Share in either case), on or prior to the date of the applicable deadline, for each three-month extension, providing a total possible Business Combination period up until July 11, 2022 for a total payment value of $2,070,000 ($0.15 per unit in either case).
Trust account		$ 323,889			$ 323,889	$ 323,889	$ 1,035,000			1,035,000													$ 323,889						$ 1,035,000
Price per warrant (in Dollars per share)																																	$ 0.75
Trust account			$ 101,293,086																											$ 101,293,086			$ 139,410,739			$ 1,295,556
Warrant price per share (in Dollars per share)														$ 10												$ 0.75
Interest expense																																	1,826
Debt discount amount																																	$ 16,901
Aggregate principal amount																										$ 500,000
Repaid amount																											$ 30,000
Preference shares, par value (in Dollars per share)			$ 0.0001																									$ 0.0001		$ 0.0001		$ 0.0001	$ 0.0001	$ 0.0001
Vickers Vantage [Member] \| Ordinary Shares
Related Party Transactions [Line Items]
Issuance of aggregate ordinary shares (in Shares)																																1
Vickers Vantage [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Shareholder issued and outstanding shares percentage			20.00%																											20.00%			20.00%
Vickers Vantage [Member] \| IPO [Member]
Related Party Transactions [Line Items]
Fund expenses																												$ 30,000
Outstanding balance													$ 125,000	$ 125,000
Warrant price per share (in Dollars per share)														$ 10.1
Vickers Vantage [Member] \| Subsequent Event [Member]
Related Party Transactions [Line Items]
Additional amount borrowed										1,035,000
Aggregate purchase price value																									$ 500,000
Trust account										$ 1,035,000
Warrant price per share (in Dollars per share)										$ 0.75																											$ 10
Vickers Vantage [Member] \| Founder Shares [Member]
Related Party Transactions [Line Items]
Issuance of aggregate ordinary shares (in Shares)																			3,593,750
Aggregate purchase price value																			$ 25,000
Capitalization of share outstanding (in Shares)															0.2	0.2		0.2
Ordinary shares, subject to forfeiture (in Shares)																	1,437,500													450,000			450,000
Ordinary shares issued and outstanding (in Shares)															3,450,000	3,450,000
Aggregate purchase price value																			25,000
Vickers Vantage [Member] \| Promissory Note - Related Party [Member]
Related Party Transactions [Line Items]
Aggregate principal amount																			$ 125,000
Vickers Vantage [Member] \| Convertible Promissory Note [Member]
Related Party Transactions [Line Items]
Aggregate purchase price value																														$ 2,035,000			$ 500,000
Vickers Vantage [Member] \| Convertible Notes Payable [Member]
Related Party Transactions [Line Items]
Aggregate purchase price value																																	500,000
Scilex Pharma [Member]
Related Party Transactions [Line Items]
Debt discount amount												$ 40,000,000												$ 35,000,000
Notes payable, noncurrent			$ 23,500,000																							$ 23,500,000		15,400,000		23,500,000		$ 15,400,000	23,500,000	$ 15,400,000
Scilex Pharma [Member] \| Promissory Note - Related Party [Member]
Related Party Transactions [Line Items]
Aggregate principal amount																																											$ 21,700,000
Outstanding balance																					$ 21,700,000	$ 21,700,000
Number of shares acquired																					24,117,608
Percentage of simple interest																																											10.00%
Related party payable																												1,000,000				1,000,000	3,100,000	1,000,000
Accrued interest			$ 0																									$ 10,300,000		$ 0	$ 8,100,000	$ 10,300,000	$ 8,100,000	$ 10,300,000
Scilex Pharma [Member] \| Promissory Note - Related Party [Member] \| Debt Exchange Agreement [Member]
Related Party Transactions [Line Items]
Outstanding balance				$ 27.5

Commitments and Contingencies (Details) - USD ($)			9 Months Ended		12 Months Ended
Commitments and Contingencies (Details) - USD ($)	Mar. 17, 2022	Dec. 31, 2021	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Sep. 12, 2022	Jun. 01, 2022
Commitments and Contingencies (Details) [Line Items]
Preferred stock shares authorized		20,000,000	20,000,000		20,000,000	20,000,000
Selling, general and administrative			$ 500,000	$ 1,600,000	$ 1,900,000	$ 10,500,000	$ 25,300,000
Operating lease, expense					$ 700,000	$ 1,100,000	$ 800,000
Palo Alto Aadministrative Facility [Member]
Commitments and Contingencies (Details) [Line Items]
Lease term									26 months
Product Development Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Agreement expiration date		Oct. 02, 2028	Oct. 02, 2028
Agreement expiration term		10 years	10 years
Agreement automatic renewal period on expiration of initial term		1 year	1 year
Notice of termination period for cancellation of automatic renewal		6 months	6 months
Termination of aggrement notice period for a request to cure material breach of the agreement		180 days	180 days
Threshold minimum percentage of sales		5.00%	5.00%
Exclusive Distribution Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Agreement expiration term		3 years	3 years
Percentage of annual adjustment to fees		3.00%	3.00%
Project Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Notice period for termination of work order		90 days	90 days
Work order implementation fee		$ 59,000	$ 59,000
Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Leases remaining lease terms		2 years 8 months 12 days			2 years 8 months 12 days
Lessee, Operating Lease, renewal term		3 years			3 years
Minimum [Member] \| Product Development Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of aggregate royality payments		25.00%	25.00%
Minimum [Member] \| Exclusive Distribution Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of distribution fee received over the period		1.00%	1.00%
Minimum [Member] \| Project Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Sales operations services monthly fee		$ 63,700	$ 63,700		$ 63,700
Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Leases remaining lease terms		2 years 10 months 24 days			2 years 10 months 24 days
Lessee, Operating Lease, renewal term		5 years			5 years
Maximum [Member] \| Product Development Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of aggregate royality payments		35.00%	35.00%
Maximum [Member] \| Exclusive Distribution Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Percentage of distribution fee received over the period		2.00%	2.00%
Maximum [Member] \| Project Agreement [Member]
Commitments and Contingencies (Details) [Line Items]
Sales operations services monthly fee		$ 65,800	$ 65,800		$ 65,800
Vickers Vantage [Member]
Commitments and Contingencies (Details) [Line Items]
Underwriting agreement, description			The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 12,000,000 Units sold in the Initial Public Offering, or $4,200,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $990,000.		The underwriters are entitled to a deferred fee of (i) 3.5% of the gross proceeds of the initial 12,000,000 Units sold in the Initial Public Offering, or $4,200,000, and (ii) 5.5% of the gross proceeds from the Units sold pursuant to the over-allotment option, or $990,000.
Preferred stock shares authorized		1,000,000	1,000,000		1,000,000	1,000,000
Merger consideration description			The total consideration to be paid to the holders of Scilex common stock at Closing (the “Merger Consideration”) by VCKA twill be an amount equal to the quotient of (a) the sum of (i) $1,500,000,000 minus (ii) the aggregate amount of Scilex long term debt excluding intercompany debt owed to Sorrento existing as of immediately prior to the date of the closing of the transaction (the “Closing Date”); divided by (b) $10.00, and will be payable in shares of common stock, par value $0.0001 per shares, of VCKA upon its domestication in Delaware (“VCKA Common Stock”).
Common stock aggregate value (in Dollars)			$ 1,500,000,000
Net tangible assets (in Dollars)		$ 5,000,001	$ 5,000,001		$ 5,000,001
Aggregate percentage	75.00%
Warrants percentage	40.00%
Balance in the trust account (in Dollars)	$ 25,000,000
Deferred underwriting commission percentage	50.00%
Underwriting commission payable percentage	50.00%
Vickers Vantage [Member] \| Minimum [Member]
Commitments and Contingencies (Details) [Line Items]
Preferred stock shares authorized			20,000,000
Stock authority to issue			750,000,000
Vickers Vantage [Member] \| Maximum [Member]
Commitments and Contingencies (Details) [Line Items]
Preferred stock shares authorized			45,000,000
Stock authority to issue			785,000,000
Vickers Vantage [Member] \| Series A Preferred Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Preferred Stock shares			1
Series A preferred stock, par value (in Dollars per share)								$ 0.0001
Vickers Vantage [Member] \| Series of Individually Immaterial Business Acquisitions [Member]
Commitments and Contingencies (Details) [Line Items]
Business combination, description			The maximum number of shares of New Scilex Series A Preferred Stock and New Scilex Common Stock to be issued to the holders of Scilex Preferred Stock at the Closing shall not exceed 31,000,000 and 3,100,000, respectively, such newly issued shares being collectively referred to herein as the “Preferred Consideration”. It is anticipated that upon completion of the Business Combination, if none of the 9,726,395 VCKA Ordinary Shares are redeemed, VCKA’s public shareholders would retain an ownership interest of approximately 5.6% in New Scilex, the Sponsors, officers, directors and other holders of founder shares will retain an ownership interest of approximately 2.2% of New Scilex, and the Scilex stockholders will own approximately (i) 77.2% of New Scilex in the form of New Scilex Common Stock and (ii) 15.0% of New Scilex in the form of New Scilex Series A Preferred Stock.
Vickers Vantage [Member] \| Scilex Common Stock [Member] \| Series A Preferred Stock [Member]
Commitments and Contingencies (Details) [Line Items]
Preferred Stock, par value (in Dollars per share)			$ 0.0001

Commitments and Contingencies - Summary of Components of Lease Expense (Detail) - USD ($)
$ in Thousands

12 Months Ended

Dec. 31, 2021

Dec. 31, 2020

Dec. 31, 2019

Lease, Cost [Abstract]

Operating lease cost

^[1]

$ 623

$ 904

$ 776

[1]	Inclusive of variable lease costs, sublease income, and impairment, which were immaterial for the periods presented.

Commitments and Contingencies - Summary of Maturities of Lease Liabilities (Detail) - USD ($)	Sep. 30, 2022	Dec. 31, 2021
Lessee, Operating Lease, Liability, to be Paid [Abstract]
2022 (Remaining three months)	$ 215
2023	872	$ 674,000
2024	703	694,000
2025	0	596,000
2026	0	0
2026		0
Total lease payments	1,790	1,964,000
Less imputed interest	(210)	(316,000)
Total lease liabilities as of December 31, 2021	$ 1,580	$ 1,648,000

Commitments and Contingencies - Summary of Supplemental Quantitative Information Related To Leases (Detail) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020
Cash Flow, Operating Activities, Lessee [Abstract]
Operating cash flows from operating leases	$ 531	$ 489	$ (654)	$ (833)
ROU assets obtained in exchange for new operating lease liabilities	$ 320	$ 0
Weighted average remaining lease term in years — operating leases	2 years	3 years 1 month 6 days	2 years 9 months 18 days	3 years 9 months 18 days
Weighted average discount rate — operating leases	11.80%	12.20%	12.20%	12.20%

Shareholders' Deficit (Details) - $ / shares	Sep. 30, 2022	Dec. 31, 2021	Jan. 06, 2021	Dec. 31, 2020
Class of Stock [Line Items]
Preference shares, authorized	20,000,000	20,000,000		20,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0	0		0
Preferred stock, shares outstanding	0	0		0
Common stock, shares authorized	350,000,000	350,000,000		350,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001
Ordinary shares, issued	197,566,338	197,266,338		197,266,338
Ordinary shares, outstanding	197,566,338	197,266,338		197,266,338
Vickers Vantage [Member]
Class of Stock [Line Items]
Preference shares, authorized	1,000,000	1,000,000		1,000,000
Preference shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Preferred stock, shares issued	0	0		0
Preferred stock, shares outstanding	0	0		0
Common stock, shares authorized	200,000,000	200,000,000		200,000,000
Ordinary shares, par value (in Dollars per share)	$ 0.0001	$ 0.0001		$ 0.0001
Ordinary shares, issued	3,450,000	3,450,000	3,450,000	3,450,000
Ordinary shares, outstanding	3,450,000	3,450,000	3,450,000	3,450,000
Ordinary shares subject to possible redemption	9,726,395	13,800,000		0

Warrants (Details) - Vicker's Vantage - shares	9 Months Ended	12 Months Ended
Warrants (Details) - Vicker's Vantage - shares	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Warrants (Details) [Line Items]
Public warrants redemption, description	The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time while the warrants become exercisable; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.	The Company may redeem the Public Warrants: • in whole and not in part; • at a price of $0.01 per warrant; • at any time while the warrants become exercisable; • upon not less than 30 days’ prior written notice of redemption to each warrant holder; • if, and only if, the reported last sale price of the Company’s ordinary shares equals or exceeds $18.00 per share (subject to adjustment) for any 20 trading days within a 30-trading day period commencing after the warrants become exercisable and ending on the third trading business day prior to the notice of redemption to the warrant holders; and • if, and only if, there is a current registration statement in effect with respect to the issuance of the ordinary shares underlying such warrants at the time of redemption and for the entire 30-day trading period referred to above and continuing each day thereafter until the date of redemption.
Capital raising, description	In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.	In addition, if (x) the Company issues additional ordinary shares or equity-linked securities for capital raising purposes in connection with the closing of a Business Combination at an issue price or effective issue price of less than $9.20 per ordinary share (with such issue price or effective issue price to be determined in good faith by the Company’s board of directors and, in the case of any such issuance to the Sponsors or its affiliates, without taking into account any Founder Shares held by the Sponsors or such affiliates, as applicable, prior to such issuance) (the “Newly Issued Price”), (y) the aggregate gross proceeds from such issuances represent more than 60% of the total equity proceeds, and interest thereon, available for the funding of a Business Combination on the date of the consummation of a Business Combination (net of redemptions), and (z) the volume weighted average trading price of its ordinary shares during the 20 trading day period starting on the trading day prior to the day on which the Company consummates its Business Combination (such price, the “Market Value”) is below $9.20 per share, the exercise price of the warrants will be adjusted (to the nearest cent) to be equal to 115% of the higher of the Market Value and the Newly Issued Price, the $18.00 per share redemption trigger price will be adjusted (to the nearest cent) to be equal to 180% of the higher of the Market Value and the Newly Issued Price.
Public Warrant [Member]
Warrants (Details) [Line Items]
Warrants outstanding shares	6,900,000	6,900,000	0
Private Placement Warrants [Member]
Warrants (Details) [Line Items]
Warrants outstanding shares	6,840,000	6,840,000	0

Fair Value Measurements (Details)	6 Months Ended	9 Months Ended		12 Months Ended
Fair Value Measurements (Details)	Jun. 30, 2022 USD ($)	Sep. 30, 2022 USD ($)	Sep. 30, 2021 USD ($)	Dec. 31, 2021 USD ($)	Dec. 31, 2020 USD ($)	Dec. 31, 2019 USD ($)	Nov. 11, 2022 USD ($)	Dec. 20, 2021
Derivative, Loss on derivative			$ 0.1	$ 300,000		$ 23,300,000
Derivative, Gain on Derivative		$ 5.3			$ 0.8
Derivative liabilities		0		35,700,000	$ 35,400,000
Derivative Financial Instruments, Liabilities [Member]
Fair value, Measurement with unobservable inputs reconciliation, Recurring basis, Liability, Period increase decrease		(35,700,000)
Derivative Financial Instruments, Liabilities [Member] \| Scilex Pharma Notes [Member]
Fair value, Measurement with unobservable inputs reconciliation, Recurring basis, Liability, Period increase decrease	$ 30,400,000
Measurement Input, RiskAdjusted Net Sales Forecast [Member]
Derivative liability, Measurement input	6.1				7	8		6.2
Measurement Input, Effective Debt Yield [Member]
Derivative liability, Measurement input	21.5				15	19.7		15
Measurement Input, Estimated Probability Of Not Obtaining Marketing Approval Before March 31, 2021 [Member]
Derivative liability, Measurement input					100	100
Measurement Input, Estimated Probability Of Not Obtaining Marketing Approval Before July 1, 2023 [Member]
Derivative liability, Measurement input						55
Vicker's Vantage
Assets Held-in-trust		101,293,086		139,410,739			$ 1,295,556
Assets held in the trust account		$ 101,293,086		$ 139,410,739
Initial measurement, description		The Company established the initial fair value for the private warrants on January 11, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation and subsequently implemented the Black-Scholes Option Pricing Model that was modified to capture the redemption features of the public warrants. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining the fair value of the private warrants are the expected volatility of the Company’s ordinary shares and the Company’s ordinary share price. The expected volatility of the ordinary shares was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The ordinary share price was determined based on an iterative procedure that matched the estimated value of the ordinary shares and fractional warrant price to equate to the observed price of the outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the private warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the private placement warrants as of the reporting period.		The Company established the initial fair value for the private warrants on January 11, 2021, the date of the Company’s Initial Public Offering, using a Monte Carlo simulation and subsequently implemented the Black-Scholes Option Pricing Model that was modified to capture the redemption features of the public warrants. The underlying assumptions in the Black-Scholes option pricing model include the underlying share price, risk-free interest rate, estimated volatility and the expected term. The primary unobservable inputs utilized in determining the fair value of the private warrants are the expected volatility of the Company’s ordinary shares and the Company’s ordinary share price. The expected volatility of the ordinary shares was determined based on implied volatilities of public warrants issued by selected guideline companies and was estimated to be 10% before the expected business combination and 20% after the expected business combination. The ordinary share price was determined based on an iterative procedure that matched the estimated value of the ordinary shares and fractional warrant price to equate to the observed price of the outstanding units. The risk-free interest rate is based on the U.S. Treasury yield curve in effect on the date of valuation equal to the remaining expected life of the private warrants. The dividend yield percentage is zero because the Company does not currently pay dividends, nor does it intend to do so during the expected term of the warrants. The expected life of the warrants is assumed to be equivalent to their remaining contractual term. Inputs are re-evaluated each quarterly reporting period to estimate the fair market value of the private placement warrants as of the reporting period.
Derivative liabilities		$ 1,162,800		$ 3,351,600	$ 0

Fair Value Measurements (Details) - Schedule of fair value hierarchy of the valuation inputs - Vicker's Vantage - USD ($)	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021
Liabilities:
Conversion Option Liability	$ 0	$ 6,892
Level 1 [Member]
Assets:
Investments held in Trust Account – U.S. Treasury Securities Money Market Fund	101,293,086	139,410,739
Level 3 [Member]
Liabilities:
Warrant Liability – Private Placement Warrants	1,162,800	3,351,600
Conversion Option Liability		$ 6,892

Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities and conversion option liability: - USD ($)	3 Months Ended							6 Months Ended	12 Months Ended
	Sep. 30, 2022	Jun. 30, 2022	Mar. 31, 2022	Dec. 31, 2021	Sep. 30, 2021	Jun. 30, 2021	Mar. 31, 2021	Sep. 30, 2022	Dec. 31, 2021
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities and conversion option liability: [Line Items]
Fair value beginning			$ 35,700,000				$ 35,400,000		$ 35,400,000
Fair value ending	$ 0			$ 35,700,000				$ 0	35,700,000
Vicker's Vantage
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities and conversion option liability: [Line Items]
Fair value beginning			3,351,600				0		0
Fair value ending	1,162,800			3,351,600				1,162,800	3,351,600
Private Placement [Member] \| Vicker's Vantage
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities and conversion option liability: [Line Items]
Fair value beginning	1,231,200	$ 3,762,000	3,351,600	4,856,400	$ 3,693,600	$ 3,625,200		3,762,000
Initial measurement							7,729,200		7,729,200
Change in valuation inputs or other assumptions	(68,400)	(2,530,800)	410,400	(1,504,800)	1,162,800	68,400	(4,104,000)		(4,377,600)
Fair value ending	1,162,800	1,231,200	3,762,000	3,351,600	$ 4,856,400	$ 3,693,600	3,625,200	1,162,800	3,351,600
Conversion Option Liability [Member] \| Vicker's Vantage
Fair Value Measurements (Details) - Schedule of changes in the fair value of warrant liabilities and conversion option liability: [Line Items]
Fair value beginning		$ 76,788	6,892					76,788
Initial measurement									18,727
Change in valuation inputs or other assumptions			69,896					(76,788)	(11,835)
Fair value ending			$ 76,788	$ 6,892					$ 6,892

Fair Value Measurements (Details) - Schedule of valued using the compound option pricing model - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 20, 2021	Dec. 31, 2020	Dec. 31, 2019
Exercise price				$ 1.16	$ 1.16
Risk-free rate				0.53%
Volatility				90.00%
Dividend yield				0.00%	0.00%
Vicker's Vantage
Underlying warrant value	$ 0	$ 0.0103	$ 0.0281
Exercise price	0.75	0.75	0.75
Holding period	$ 0.5	$ 0.28	$ 0.31
Risk-free rate	4.03%	1.28%	1.19%
Volatility	5.30%	8.30%	9.30%
Dividend yield	0.00%	0.00%	0.00%

Fair Value Measurements (Details) - Financial assets and liabilities that are measured at fair value - USD ($)	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Assets
Cash and cash equivalents	$ 2,483,000	$ 4,338,000	$ 4,839,000
Total assets measured at fair value	2,483,000	4,338,000	4,839,000
Liabilities
Derivative liabilities	0	35,700,000	35,400,000
Total liabilities measured at fair value		35,700,000	35,400,000
Fair Value, Inputs, Level 1 [Member]
Assets
Cash and cash equivalents	2,483	4,338,000	4,839,000
Total assets measured at fair value	$ 2,483,000	4,338,000	4,839,000
Fair Value, Inputs, Level 2 [Member]
Liabilities
Derivative liabilities		35,700,000
Total liabilities measured at fair value		35,700,000
Fair Value, Inputs, Level 3 [Member]
Liabilities
Derivative liabilities		35,700,000	35,400,000
Total liabilities measured at fair value		$ 35,700,000	$ 35,400,000

Fair Value Measurements (Details) - Derivative liabilities measured at fair value using significant unobservable inputs - Derivative Financial Instruments, Liabilities [Member] - USD ($) $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Fair Value, Liabilities Measured on Recurring Basis, Unobservable Input Reconciliation [Line Items]
Beginning Balance	$ 35,700	$ 35,400	$ 33,400
Additions			2,800	$ 10,100
Re-measurement of fair value		300	(800)	23,300
Change in fair value measurement	$ (35,700)
Ending Balance		$ 35,700	$ 35,400	$ 33,400

Fair Value Measurements (Details) - Schedule of quantitative information regarding Level 3 fair value measurements - $ / shares	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Term (in years)			5 years 7 months 6 days
Vicker's Vantage
Stock price	$ 10.33	$ 10.04
Strike price	$ 11.5	$ 11.5
Term (in years)	5 years	5 years 3 months 10 days
Volatility	0.00%	8.30%
Risk-free rate	4.03%	1.28%
Dividend yield	0.00%	0.00%
Fair value of warrants	$ 0.17	$ 0.49

Fair Value Measurements (Details) - Schedule of change in the fair value of conversion option liability - Vicker's Vantage	12 Months Ended
	Dec. 31, 2021 USD ($)
Schedule Of Change In The Fair Value Of Conversion Option Liability [Line Items]
Fair value, beginning balance
Initial measurement	18,727
Change in fair value	(11,835)
Fair value, ending balance	$ 6,892

Property and Equipment (Details) - Property and equipment consisted - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross		$ 932	$ 934
Accumulated Depreciation, Depletion and Amortization, Property, Plant, and Equipment		(127)	(88)
Property, Plant and Equipment, Net	$ 782	805	846
Computer Equipment [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross		77	77
Furniture and Fixtures [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross		118	118
Leasehold Improvements [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross		48	48
Construction in Progress [Member]
Property, Plant and Equipment [Line Items]
Property, Plant and Equipment, Gross		$ 689	$ 691

Property and Equipment (Details) - USD ($)	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Property, Plant and Equipment [Abstract]
Depreciation	$ 39	$ 40	$ 40

Goodwill and Intangible Assets (Details) - Summary of the company's identifiable intangible assets - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	$ 60,781	$ 55,070	$ 55,070
Accumulated amortization	19,164	16,268	12,530
Intangibles, net	41,617	38,802	42,540
Patent rights
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	32,630	32,630	32,630
Accumulated amortization	12,871	11,239	9,064
Intangibles, net	19,759	21,391	23,566
Acquired technology
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	21,940	21,940	21,940
Accumulated amortization	5,851	4,754	3,291
Intangibles, net	16,089	17,186	18,649
Acquired licenses
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	5,711
Accumulated amortization	92
Intangibles, net	5,619
Assembled workforce
Finite-Lived Intangible Assets [Line Items]
Gross carrying amount	500	500	500
Accumulated amortization	350	275	175
Intangibles, net	$ 150	$ 225	$ 325

Goodwill and Intangible Assets (Details) - Summary of estimated future amortization expense - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Goodwill and Intangible Assets Disclosure [Abstract]
2022 (Remaining three months)	$ 1,027
2023	4,106	$ 3,738
2024	4,031	3,738
2025	4,006	3,663
2026	4,006	3,638
2026		3,638
Thereafter		20,387
Thereafter	24,441
Total	$ 41,617	$ 38,802	$ 42,540

Goodwill and Intangible Assets (Details) - USD ($)		9 Months Ended		12 Months Ended
Goodwill and Intangible Assets (Details) - USD ($)	Jun. 14, 2022	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Indefinite-Lived Intangible Assets [Line Items]
Goodwill		$ 13,481,000		$ 13,481,000	$ 13,481,000
Goodwill, Impairment loss		0	$ 0	0	0	$ 0
Amortization of intangible assets		$ 2,896,000	$ 2,803,000	3,738,000	3,738,000	$ 3,713,000
Impairment of Intangible assets excluding goodwill				$ 0	$ 0
Weighted Average [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life		10 years 7 months 6 days
Finite lived intangible assets, remaining amortization period				10 years 7 months 6 days
Patents [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life				15 years
Technology-Based Intangible Assets [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life				15 years
Finite lived intangible assets, remaining amortization period		15 years
Assembled Workforce [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible asset, useful life				5 years
Licensing Agreements [Member]
Indefinite-Lived Intangible Assets [Line Items]
Finite lived intangible assets acquired	$ 5,700,000
Acquired finite lived intangible assets, weighted average useful life	15 years

Debt (Details) - USD ($)									1 Months Ended		2 Months Ended	3 Months Ended	9 Months Ended		12 Months Ended				40 Months Ended
Debt (Details) - USD ($)	Sep. 30, 2022	Jun. 02, 2022	Feb. 16, 2022	Feb. 15, 2022	Apr. 30, 2021	Dec. 14, 2020	Feb. 15, 2019	Sep. 07, 2018	Sep. 30, 2022	May 31, 2020	Sep. 30, 2022	Jun. 30, 2022	Sep. 30, 2022	Sep. 30, 2021	Sep. 30, 2023	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Dec. 31, 2021	Jun. 03, 2022	May 12, 2022	Feb. 28, 2022	Feb. 14, 2022	Dec. 20, 2021	Oct. 05, 2018
Short-Term Debt [Line Items]
Debt instrument, repurchase amount																$ 51,000,000			$ 51,000,000
Derivative liabilities	$ 0								$ 0		$ 0		$ 0			35,700,000	$ 35,400,000		35,700,000
Debt instrument, annual principal payment																45,900,000	69,800,000	$ 2,300,000	45,900,000
Gain on debt extinguishment													28,634,000	$ (12,463,000)		(12,463,000)	0	0
Proceeds from Related Party Debt													51,900,000	45,050,000		47,850,000	18,400,000	0
Sorrento [Member]
Short-Term Debt [Line Items]
Debt instrument, repurchase amount	100,000,000								100,000,000		100,000,000		100,000,000				$ 13,700,000							$ 51,000,000
Proceeds from Related Party Debt		$ 15,000,000
Sorrento [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument face amount																					$ 5,000,000
Amendment No Four [Member]
Short-Term Debt [Line Items]
Debt instrument, collateral amount		5,000,000
Gains (Losses) on Restructuring of Debt												$ 0
Amendment No Four [Member] \| Sorrento [Member] \| Promissory Note [Member]
Short-Term Debt [Line Items]
Debt instrument face amount		50,000,000																							$ 25,000,000
Paycheck Protection Program [Member]
Short-Term Debt [Line Items]
Debt instrument, maturity date										May 05, 2022
Debt instrument, interest rate, stated percentage										1.00%
Proceeds from issuance of debt										$ 1,600,000
Gain on debt extinguishment										$ 1,600,000
Paycheck Protection Program [Member] \| Coronavirus Aid, Relief, and Economic Security Act [Member] \| Non Payroll Costs [Member]
Short-Term Debt [Line Items]
Maximum compensation cost to be available, prorated basis																$ 100,000
Percentage of loan forgiveness under the act																25.00%
Paycheck Protection Program [Member] \| Coronavirus Aid, Relief, and Economic Security Act [Member] \| Payroll Costs Basis [Member]
Short-Term Debt [Line Items]
Percentage of loan forgiveness under the act																25.00%
Minimum payroll cost to be available																$ 100,000
Letter of Credit [Member]
Short-Term Debt [Line Items]
Repayments of debt	20,000,000
Proceeds from lines of credit																			4,000,000
Repayments of lines of credit																			35,000,000
Debt instrument face amount of debt repurchased	20,000,000								20,000,000		20,000,000		20,000,000
Minimum cash requirements to repurchase of Notes	$ 10,000,000
Percentage of the principal amount of the Notes	100.00%
Accounts receivable revolving loan facility [Member]
Short-Term Debt [Line Items]
Line of credit facility, indebtedness amount	$ 10,000,000								10,000,000		10,000,000		10,000,000
Indebenture [Member]
Short-Term Debt [Line Items]
Debt instrument face amount						$ 45,000,000
Debt instrument, maturity date						Jul. 01, 2023
Debt instrument, redemption price, percentage																25.00%
Debt instrument face amount of debt repurchased						$ 45,000,000
Percentage of the principal amount from Holders on pro rata basis						100.00%
If Letter Of Credit Is Drawn [Member] \| Indebenture [Member] \| Letter of Credit [Member]
Short-Term Debt [Line Items]
Debt instrument face amount of debt repurchased						$ 25,000,000
Marketing Approval Letter [Member] \| Indebenture [Member] \| Letter of Credit [Member]
Short-Term Debt [Line Items]
Debt instrument face amount of debt repurchased						20,000,000
Maximum [Member] \| Letter of Credit [Member]
Short-Term Debt [Line Items]
Minimum cash requirements to repurchase of Notes					$ 10,000,000
Maximum [Member] \| Indebenture [Member]
Short-Term Debt [Line Items]
Debt instrument, redemption price, percentage							100.00%
Minimum [Member] \| Letter of Credit [Member]
Short-Term Debt [Line Items]
Minimum cash requirements to repurchase of Notes					$ 4,000,000
Minimum [Member] \| Indebenture [Member]
Short-Term Debt [Line Items]
Debt instrument, redemption price, percentage							25.00%
2018 Purchase Agreements [Member]
Short-Term Debt [Line Items]
Debt instrument face amount								$ 224,000,000
Debt instrument, repurchase amount								$ 140,000,000
Debt instrument, term								2026 years
Proceeds from issuance of long-term debt								$ 89,300,000
Payment to deposit into a seggregate reserve fund								20,000,000
Payment to deposit into a segregated collateral account								$ 25,000,000
Percentage of concentration on a similar product								5.00%
Debt instrument, periodic payment				$ 28,000,000
2018 Purchase Agreements [Member] \| Scenario, Adjustment [Member] \| Debt Instrument, Redemption, Period One [Member]
Short-Term Debt [Line Items]
Revenue not from contract with customer															$ 218,100,000
2018 Purchase Agreements [Member] \| Scenario, Adjustment [Member] \| Debt Instrument, Redemption, Period Two [Member]
Short-Term Debt [Line Items]
Revenue not from contract with customer																			481,000,000
2018 Purchase Agreements [Member] \| Scenario, Adjustment [Member] \| Debt Instrument, Redemption, Period Three [Member]
Short-Term Debt [Line Items]
Revenue not from contract with customer															$ 290,700,000
Debt instrument, maturity date															Nov. 15, 2023
2018 Purchase Agreements [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument face amount				$ 28,000,000
Percentage of quarterly payments of the principal Notes equal to a fixed percentage							20.00%
Percentage of net sales payable							25.00%
2018 Purchase Agreements [Member] \| Maximum [Member] \| Debt Instrument, Redemption, Period One [Member]
Short-Term Debt [Line Items]
Repayments of debt															$ 30,600,000
2018 Purchase Agreements [Member] \| Maximum [Member] \| Scenario, Adjustment [Member] \| Debt Instrument, Redemption, Period Three [Member]
Short-Term Debt [Line Items]
Repayments of debt															84,800,000
2018 Purchase Agreements [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Percentage of quarterly payments of the principal Notes equal to a fixed percentage							10.00%
Percentage of net sales payable							15.00%
2018 Purchase Agreements [Member] \| Minimum [Member] \| Debt Instrument, Redemption, Period One [Member]
Short-Term Debt [Line Items]
Repayments of debt															10,100,000
2018 Purchase Agreements [Member] \| Minimum [Member] \| Scenario, Adjustment [Member] \| Debt Instrument, Redemption, Period Three [Member]
Short-Term Debt [Line Items]
Repayments of debt															$ 2,600,000
Scilex Pharma Note [Member]
Short-Term Debt [Line Items]
Repayments of debt									39,700,000		1,700,000
Debt instrument, maturity date							Aug. 15, 2026
Debt instrument,redemption period							30 days
Debt instrument face amount of debt repurchased	$ 60,000,000								60,000,000		60,000,000		60,000,000
Percentage of the principal amount of the Notes	100.00%
Minimum unrestricted cash requirements to repurchase of Notes	$ 4,000,000
Derivative liabilities																$ 2,800,000			2,800,000
Amount distribution to acquire related contingent accelerated repayment notes																9,600,000
Debt instrument, unamortized discount																$ 6,800,000			$ 6,800,000
Debt instrument, interest rate, stated percentage																7.70%	9.15%		7.70%
Debt related commitment Fees and debt issuance costs													3,100,000	5,900,000		$ 7,900,000	$ 10,700,000	$ 15,000,000
Gain on debt extinguishment									33,400,000
Change in fair value measurement		30,400,000
Debt instrument, increase (decrease), net		30,400,000
Debt instrument interest rate effective percentage																7.70%			7.70%
Scilex Pharma Note [Member] \| 2018 Purchase Agreements and Indenture [Member]
Short-Term Debt [Line Items]
Repayments of debt													106,000,000	44,200,000
Gain on debt extinguishment													28,600,000	$ 14,000,000
Scilex Pharma Note [Member] \| Amendment No Four [Member]
Short-Term Debt [Line Items]
Debt instrument, repurchase amount																				$ 41,400,000
Debt instrument face amount of debt repurchased		41,400,000
Debt instrument, percentage of principal amount repurchased																				100.00%
Debt instrument, decrease, forgiveness		$ 28,000,000
Scilex Pharma Note [Member] \| Subordinated Debt [Member]
Short-Term Debt [Line Items]
Debt instrument face amount																							$ 35,000,000
Debt instrument, repurchase amount																						$ 20,000,000
Restricted cash																						$ 10,000,000
Scilex Pharma Note [Member] \| December Optional Repurchase [Member]
Short-Term Debt [Line Items]
Debt instrument face amount of debt repurchased	20,000,000								20,000,000		20,000,000		20,000,000
Scilex Pharma Note [Member] \| February Optional Repurchase [Member]
Short-Term Debt [Line Items]
Debt instrument face amount of debt repurchased	20,000,000								20,000,000		20,000,000		20,000,000
Scilex Pharma Note [Member] \| April Optional Repurchase [Member]
Short-Term Debt [Line Items]
Debt instrument face amount of debt repurchased	$ 20,000,000								$ 20,000,000		$ 20,000,000		$ 20,000,000
Scilex Pharma Note [Member] \| Revolving Credit Facility [Member]
Short-Term Debt [Line Items]
Line of credit facility, indebtedness amount						10,000,000
Long-term debt						$ 8,800,000										$ 8,800,000	$ 9,500,000		$ 8,800,000
Debt instrument, termination date			Mar. 18, 2022
Scilex Pharma Note [Member] \| Revolving Credit Facility [Member] \| Prime Rate [Member]
Short-Term Debt [Line Items]
Debt instrument, interest rate, stated percentage						1.75%
Scilex Pharma Note [Member] \| Maximum [Member]
Short-Term Debt [Line Items]
Debt instrument, redemption price, percentage							101.00%
Scilex Pharma Note [Member] \| Maximum [Member] \| Amendment No Four [Member]
Short-Term Debt [Line Items]
Debt instrument, repurchase date		Sep. 30, 2022
Scilex Pharma Note [Member] \| Minimum [Member]
Short-Term Debt [Line Items]
Debt instrument, redemption price, percentage							100.00%

Debt (Details) - Summary of borrowings of the scilex pharma notes - USD ($) $ in Thousands	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020
Debt Instrument [Line Items]
Current portion	$ 0	$ (37,950)	$ (15,888)
Long term portion	0	72,037	92,255
Scilex Pharma Notes [Member]
Debt Instrument [Line Items]
Principal	0	133,997	151,872
Unamortized debt discount		(30,597)	(51,022)
Unamortized debt discount	0	(30,597)
Unamortized debt issuance costs	0	(2,228)	(3,711)
Carrying value	0	101,172	97,139
Current portion	0	(29,135)	(4,881)
Long term portion	0	72,037	92,255
Estimated fair value	$ 0	$ 115,400	$ 122,300

Debt (Details) - Summary of future minimum payments under the scilex pharma notes $ in Thousands	Dec. 31, 2021 USD ($)
Schedule Of Future minimum payments Of Long Term Debt [Line Items]
2022	$ 29,135
2023	12,005
2024	13,637
2025	14,746
2026	64,474
Total minimum future payments	$ 133,997

Stock Incentive and Employee Benefit Plans (Details) - USD ($) $ / shares in Units, $ in Millions		1 Months Ended	9 Months Ended		12 Months Ended
	Jun. 30, 2017	Dec. 31, 2020	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jul. 31, 2020	May 31, 2019	Mar. 31, 2019	Mar. 17, 2019	Dec. 31, 2018
Compensation And Employee Benefit Plans [Line Items]
Share based compensation arrangement,Options outstanding					28,163,510
Share based compensation arrangement,Options outstanding		30,804,000	25,159,760		28,163,000	30,804,000	25,411,000					4,781,000
Total unrecognized compensation costs			$ 3.9		$ 8.8
Weighted average period			1 year 4 months 24 days		1 year 9 months 18 days
Fair value per share of common stock on date of grant		$ 1.16				$ 1.16	$ 1.16	$ 1.16	$ 1.16	$ 1.16	$ 1.16
Share-Based Payment Arrangement, Option [Member]
Compensation And Employee Benefit Plans [Line Items]
Payment to employees			$ 0.3	$ 0.2
401(k) Plan [Member]
Compensation And Employee Benefit Plans [Line Items]
Defined contribution plan matching contribution amount					$ 0.3	$ 0.3	$ 0.3
Operating Expenses [Member]
Compensation And Employee Benefit Plans [Line Items]
Stock based compensation expense			$ 4.0	$ 4.4	$ 5.8	$ 5.4	$ 4.3
Scilex Pharma 2017 Plan [Member]
Compensation And Employee Benefit Plans [Line Items]
Number of shares reserved for issuance under plan	24,000,000
Share based compensation arrangement,vesting rights	Stock options granted under the Scilex Pharma 2017 Plan typically vest 1/4th of the shares on the first anniversary of the vesting commencement date and 1/48th of the remaining options vest each month thereafter.
Share based compensation arrangement,Options outstanding			1,105,000		1,420,000
2019 Stock Option Plan [Member]
Compensation And Employee Benefit Plans [Line Items]
Number of shares reserved for issuance under plan		45,000,000				45,000,000	30,000,000
Share based compensation arrangement,vesting rights		Stock options granted under the 2019 Stock Option Plan typically vest with respect to 1/4th of the shares on the first anniversary of the vesting commencement date and 1/48th of the remaining shares on each monthly anniversary thereafter.	20,945,240		18,256,490	Stock options granted under the 2019 Stock Option Plan typically vest with respect to 1/4th of the shares on the first anniversary of the vesting commencement date and 1/48th of the remaining shares on each monthly anniversary thereafter.
Share based compensation arrangement,Options outstanding			24,054,760		26,743,510
Amendment to 2019 Stock Option Plan [Member]
Compensation And Employee Benefit Plans [Line Items]
Number of shares reserved for issuance under plan		15,000,000				15,000,000

Stock Incentive and Employee Benefit Plans (Details) - Summary of share based payment award options issued to employees and nonemployees valuation assumptions - $ / shares	12 Months Ended
	Dec. 31, 2020	Dec. 31, 2019	Jul. 31, 2020	May 31, 2019	Mar. 31, 2019	Mar. 17, 2019
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Weighted-average grant date fair value	$ 0.83	$ 0.87
Expected dividend yield	0.00%	0.00%
Expected stock-price volatility	90.00%
Expected stock-price volatility, minimum		89.00%
Expected stock-price volatility, maximum		104.00%
Risk-free interest rate	0.53%
Risk-free interest rate, minimum		1.63%
Risk-free interest rate, maximum		2.50%
Term of options	5 years 7 months 6 days
Fair value per share of common stock on date of grant	$ 1.16	$ 1.16	$ 1.16	$ 1.16	$ 1.16	$ 1.16
Exercise price	$ 1.16	$ 1.16
Minimum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of options		5 years 9 months 3 days
Maximum [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award [Line Items]
Term of options		6 years 29 days

Stock Incentive and Employee Benefit Plans (Details) - Summary of the options outstanding - USD ($) $ / shares in Units, $ in Thousands	9 Months Ended	12 Months Ended
	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Share-Based Payment Arrangement, Disclosure [Abstract]
Outstanding, Beginning, Options	28,163,000	30,804,000	25,411,000	4,781,000
Granted, Options		0	6,194,000	21,468,000
Exercised, Options		0	(56,000)	0
Forfeited/Cancelled, Options		(2,641,000)	(745,000)	(838,000)
Outstanding, Ending, Options	25,159,760	28,163,000	30,804,000	25,411,000
Exercisable, Options		17,177,000
Outstanding, Beginning, Weighted average exercise price	$ 1.13	$ 1.1	$ 1.07	$ 0.63
Granted, Weighted average exercise price		0	1.16	1.16
Exercised, Weighted average exercise price		0	0.9	0
Forfeited/Cancelled, Weighted average exercise price		0.68	0.94	0.94
Outstanding, Ending, Weighted average exercise price		1.13	$ 1.1	$ 1.07
Exercisable, Weighted average exercise price		$ 1.11
Outstanding, Beginning, Aggregate Intrinsic Value	$ 915	$ 2,172	$ 2,183	$ 1,291
Outstanding, Ending, Aggregate Intrinsic Value		$ 915	$ 2,172	$ 2,183

Acquisitions (Details) - USD ($)			1 Months Ended	9 Months Ended	12 Months Ended
Acquisitions (Details) - USD ($)	Aug. 07, 2019	Mar. 18, 2019	Mar. 31, 2019	Sep. 30, 2022	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019	Jan. 29, 2021	Mar. 01, 2019
Asset Acquisition [Line Items]
Period during which share transfer is restricted			18 months
Period during which the shares may be exchanged			60 days
In process research and development costs expensed					$ 0	$ 0	$ 75,301,000
As Restated [Member]
Asset Acquisition [Line Items]
Accrued Liabilities	$ 400,000
Sorrento [Member] \| 2022 Promissory Note [Member]
Asset Acquisition [Line Items]
Debt Instrument, Face Amount				$ 5,000,000
Notes Payable, Related Parties				$ 4,100,000
Debt instrument, term				7 years
Debt Instrument, Interest Rate, Stated Percentage				2.66%
Senmur [Member]
Asset Acquisition [Line Items]
Asset acquisition total consideration transferred		$ 70,000,000
Payments to acquire productive assets		15,000,000
Asset acquistion consideration transferred equity interest issued and issuable		$ 55,000,000
Stock issued during period shares purchase of assets		47,039,315
Common stock shares subscribed but not issued	352,972	352,972
Asset acquisition price per share	$ 1.16	$ 1.16
Percentage of ownership interest		58.00%
Asset acquistion contingent consideration		$ 280,000,000		$ 0	$ 0	$ 0
Percentage of shares issued subject to restriction of transfer									100.00%
Period during which share transfer is restricted			18 months
Period during which the shares may be exchanged			60 days
Common stock value to be exchanged			$ 55,000,000
Number of days for determining the weighted volume averge price of shares			30 days
Price per share for determining the exchange of shares									$ 5.55
Payment made in surrendering the shares			$ 55,000,000
In process research and development costs expensed							$ 75,300,000
Proceeds from Divestiture of Businesses	$ 40,000,000
Senmur [Member] \| As Restated [Member]
Asset Acquisition [Line Items]
Accrued Liabilities	$ 400,000
Senmur [Member] \| Sorrento [Member]
Asset Acquisition [Line Items]
Payment made in surrendering the shares			$ 55,000,000
Percentage of shares outstanding						82.30%		99.97%
Senmur [Member] \| Regulatory Based Milestone [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration		40,000,000
Senmur [Member] \| Reveue Based Milestone [Member] \| Tranche 1 [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration		20,000,000
Revenue to be earned by the acquiree value		100,000,000
Senmur [Member] \| Reveue Based Milestone [Member] \| Tranche 2 [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration		20,000,000
Revenue to be earned by the acquiree value		250,000,000
Senmur [Member] \| Reveue Based Milestone [Member] \| Tranche 3 [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration		50,000,000
Revenue to be earned by the acquiree value		500,000,000
Senmur [Member] \| Reveue Based Milestone [Member] \| Tranche 4 [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration		150,000,000
Revenue to be earned by the acquiree value		$ 750,000,000
Aardvark [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration				0
Aardvark [Member] \| Reveue Based Milestone [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration				20,000,000
Aardvark [Member] \| Approval Based Milestone [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration				3,000,000
Romeg License Agreement [Member]
Asset Acquisition [Line Items]
Asset acquistion contingent consideration				0
Upfront License Fee				2,000,000
Milestone payment				13,000,000
Royalty payments				7,100,000
Acquired Finite-Lived Intangible Asset, Residual Value				5,700,000
Deferred consideration				$ 3,700,000
Finite lived intangible asset, Useful life				15 years

Restatement of Previously Issued Financial Statements (Details) - Vicker's Vantage	Dec. 31, 2021 USD ($) $ / shares
Condensed Financial Statements, Captions [Line Items]
Ordinary per share \| $ / shares	$ 10.1
Net tangible assets \| $	$ 5,000,001

Restatement of Previously Issued Financial Statements (Details) - Schedule of impact of these adjustments to the financial statement, as previously reported - USD ($)

Sep. 30, 2022

Jun. 30, 2022

Mar. 31, 2022

Jan. 10, 2022

Dec. 31, 2021

Sep. 30, 2021

Jun. 30, 2021

Mar. 31, 2021

Jan. 11, 2021

Dec. 31, 2020

Feb. 20, 2020

Dec. 31, 2019

Dec. 31, 2018

$ 0

$ 35,700,000

$ 35,400,000

318,172,000

301,808,000

223,187,000

20,000

128,615,000

128,654,000

122,423,000

(358,030,000)

(352,550,000)

(264,126,000)

(229,395,000)

(223,876,000)

$ (183,365,000)

(141,683,000)

$ (90,009,000)

$ 35,464,000

Condensed Financial Statements, Captions [Line Items]

1,162,800

3,351,600

12,168,759

9,240,295

180,760

101,293,086

139,380,000

345

^[1]

345

^[1]

$ 1,035,000

24,655

(12,003,355)

(8,697,444)

(6,276)

Vicker's Vantage | Previously Reported [Member]

$ (12,003,010)

$ (10,764,731)

$ (10,538,321)

$ (8,697,099)

$ (9,829,785)

$ (8,385,433)

$ (8,151,684)

$ 18,724

Condensed Financial Statements, Captions [Line Items]

5,345,000

129,999,029

438

5,006,060

(6,490)

Vicker's Vantage | Adjustments Restatement 1 [Member]

5,000,008

Condensed Financial Statements, Captions [Line Items]

7,729,200

7,729,200

(7,729,200)

2,629,336

(2,629,412)

Vicker's Vantage | Adjustments Restatement 2 [Member]

Condensed Financial Statements, Captions [Line Items]

17,110,171

(169)

(7,635,396)

(9,474,606)

Vicker's Vantage | As Restated [Member]

(17,110,171)

Condensed Financial Statements, Captions [Line Items]

7,729,200

13,074,200

139,380,000

345

(12,110,508)

$ (12,110,163)

[1]

Income Taxes (Details) - USD ($)	9 Months Ended		12 Months Ended
Income Taxes (Details) - USD ($)	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Income Tax Disclosure [Line Items]
Income tax (benefit) expense	$ (36,400)	$ 10,000	$ 5,000	$ (53,000)	$ 2,000
Effective tax rates	0.70%	0.02%	0.00%	0.20%	0.00%
Statutory federal tax rate	21.00%	0.70%	21.00%	21.00%	21.00%
Valuation allowance			$ 56,643,000	$ 43,514,000
Tax credit carryforward expiration year			2035
Minimum threshold percentage for recognition of uncertain income tax position			50.00%
Income tax examination, penalties and interest expense			$ 0	$ 0	$ 0
Federal [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforward			$ 167,500,000
Operating loss carryforward expiration year			2034
Federal [Member] \| Research Tax Credit Carryforward [Member]
Income Tax Disclosure [Line Items]
Tax credit carryforward			$ 2,000,000
Federal [Member] \| Indefinite Carryforward Period [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforward			154,800,000
State [Member]
Income Tax Disclosure [Line Items]
Operating loss carryforward			$ 81,700,000
Operating loss carryforward expiration year			2035

Income Taxes (Details) - Schedule of components of income tax expense (benefit) - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Current expense:
Federal			$ 0	$ 0	$ 0
State			5,000	(53,000)	2,000
Current income tax expense (benefit)			5,000	(53,000)	2,000
Deferred
Federal			0	0	0
State			0	0	0
Deferred income tax expense (benefit)			0	0	0
Total	$ (36,400)	$ 10,000	$ 5,000	$ (53,000)	$ 2,000

Amount of current income tax expense (benefit) and deferred income tax expense (benefit) pertaining to continuing operations.

Income Taxes (Details) - Schedule of deferred tax assets and liabilities - USD ($) $ in Thousands	Dec. 31, 2021	Dec. 31, 2020
Deferred tax assets
Interest expense limitations	$ 12,205	$ 8,225
Tax credit carryforwards	1,630	1,623
Net operating loss carryforwards	39,714	31,732
Stock based compensation	3,233	2,037
Operating lease liabilities	404	510
Others	1,753	2,285
Total Deferred Tax Assets	58,939	46,412
Valuation allowance	(56,643)	(43,514)
Total Deferred Tax Assets	2,296	2,898
Deferred Tax Liabilities:
Amortization of intangibles	(1,975)	(2,486)
Other	(2)	0
Operating lease right-of-use assets	(319)	(412)
Total Deferred Tax Liabilities	$ (2,296)	$ (2,898)

Income Taxes (Details) - Schedule of effective income tax rate reconciliation	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Effective Income Tax Rate Reconciliation, Percent [Abstract]
Statutory Federal Income Tax Rate	21.00%	0.70%	21.00%	21.00%	21.00%
State taxes, net of federal tax benefit			2.80%	2.70%	5.00%
Debt discount and interest limitation			(10.10%)	1.70%	0.00%
In-process research and development			0.00%	0.00%	(11.00%)
Return to provision adjustments and carryback			2.70%	(11.20%)	0.00%
Others			(1.60%)	(0.80%)	(0.80%)
Change in valuation allowance			(14.80%)	(13.20%)	(14.20%)
Income Tax Benefit	0.70%	0.02%	0.00%	0.20%	0.00%

Loss Per Share (Details) - shares shares in Millions	9 Months Ended		12 Months Ended
Loss Per Share (Details) - shares shares in Millions	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Antidilutive securities excluded from computation of earnings per share, amount	25.2	30.3	28.2	30.8	25.4

Loss Per Share (Details) - Summary of reconciliation of basic and diluted loss per share - USD ($)	9 Months Ended		12 Months Ended
	Sep. 30, 2022	Sep. 30, 2021	Dec. 31, 2021	Dec. 31, 2020	Dec. 31, 2019
Earnings Per Share [Abstract]
Net loss	$ (5,480,000)	$ (46,459,000)	$ (88,424,000)	$ (47,519,000)	$ (178,594,000)
Denominator for Basic Loss Per Share	197,550,000	197,266,000	197,266,000	197,315,000	187,524,000
Effect of Dilutive Securities	0	0	0	0	0
Denominator for Diluted Loss per Share — Adjusted for Dilutive Securities	$ 197,550,000	$ 197,266,000	$ 197,266,000	$ 197,315,000	$ 187,524,000
Basic Loss Per Share	$ (0.03)	$ (0.24)	$ (0.45)	$ (0.24)	$ (0.95)
Dilutive Loss Per Share	$ (0.03)	$ (0.24)	$ (0.45)	$ (0.24)	$ (0.95)

The amount of net income (loss) for the period per each share of common stock or unit outstanding during the reporting period.

The portion of profit or loss for the period, net of income taxes, which is attributable to the parent.

Reference 1: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 2: http://www.xbrl.org/2003/role/disclosureRef
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Reference 3: http://www.xbrl.org/2003/role/disclosureRef
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Reference 4: http://fasb.org/us-gaap/role/ref/legacyRef
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Reference 5: http://www.xbrl.org/2003/role/disclosureRef
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Reference 6: http://www.xbrl.org/2003/role/disclosureRef
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Reference 7: http://www.xbrl.org/2003/role/disclosureRef
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Reference 10: http://www.xbrl.org/2003/role/disclosureRef
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