Scilex Holding Co S-4/A, filed Oct 27, 2022

Scilex Holding Co (SCLX)

S-4/A 2022-10-27

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	Cayman Islands			6770			N/A
	(State or other jurisdiction of incorporation or organization)			(Primary Standard Industrial Classification Code Number)			(I.R.S. Employer Identification Number)

	Large accelerated filer ☐			Accelerated filer ☐
	Non-accelerated filer ☒			Smaller reporting company ☒
				Emerging growth company ☒

	Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)			☐
	Exchange Act Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)			☐

	Exhibit			Description
	1.1			Underwriting Agreement, dated January 6, 2021, by and among Vickers Vantage Corp. I and Maxim Group LLC (incorporated by reference to Exhibit 1.1 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 11, 2021).
	1.2			Amendment to Underwriting Agreement, dated March 17, 2022, by and among Vickers Vantage Corp. I and Maxim Group LLC (incorporated by reference to Exhibit 1.1 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on March 21, 2022).
	2.1#‡			Agreement and Plan of Merger, dated as of March 18, 2019, by and among Scilex Holding Company, Sigma Merger Sub, Inc., Semnur Pharmaceuticals, Inc., Fortis Advisors LLC, solely as the representative of the Equityholders and, solely with respect to Section 1.8(a), Section 3.11 and Article X, Sorrento Therapeutics, Inc.
	2.2‡			Amendment No. 1 to Agreement and Plan of Merger, dated as of August 7, 2019, by and among Semnur Pharmaceuticals, Inc., Scilex Holding Company, Sigma Merger Sub, Inc., Fortis Advisors, LLC, solely as the representative of the Equityholders and, solely with respect to Section 1.8(a), 3.11 and Article X of the Agreement and Plan of Merger, Sorrento Therapeutics, Inc.
	2.3#‡			Bill of Sale and Assignment and Assumption Agreement, dated May 12, 2022, by and between Scilex Holding Company and Sorrento Therapeutics, Inc.
	2.4^#‡			Asset Purchase Agreement, dated April 23, 2021, between Sorrento Therapeutics, Inc. and Aardvark Therapeutics, Inc., as assumed by Scilex Holding Company on May 12, 2022, pursuant to the Bill of Sale and Assignment and Assumption Agreement, dated as of such date, by and between Scilex Holding Company and Sorrento Therapeutics, Inc.

	Exhibit			Description
	2.5#			Agreement and Plan of Merger, dated as of March 17, 2022, by and among Vickers Vantage Corp. I, Vickers Merger Sub, Inc. and Scilex Holding Company (included as Annex A-1 to the proxy statement/prospectus contained in this registration statement).
	2.6#			Amendment No. 1 to Agreement and Plan of Merger, dated as of September 12, 2022, by and among Vickers Vantage Corp. I, Vickers Merger Sub, Inc. and Scilex Holding Company (included as part of Annex A‑2 to the proxy statement/prospectus contained in this registration statement).
	3.1			Amended and Restated Memorandum and Articles of Association of Vickers Vantage Corp. I. (incorporated by reference to Exhibit 3.1 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 11, 2021).
	3.2			Extension Amendment, dated as of June 30, 2022, to the Amended and Restated Memorandum and Articles of Association of Vickers Vantage Corp. I (incorporated by reference to Exhibit 3.1 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on July 5, 2022).
	3.3			Form of Certificate of Incorporation of Vickers Vantage Corp. I (included as Annex B to the proxy statement/prospectus contained in this registration statement).
	3.4			Form of Certificate of Designations of Scilex Holding Company (included as Annex I to the proxy statement/prospectus contained in this registration statement).
	3.5			Form of Bylaws of Vickers Vantage Corp. I (included as Annex C to the proxy statement/ prospectus contained in this registration statement).
	3.6‡			Form of Certificate of Domestication of Vickers Vantage Corp. I, to be filed with the Secretary of State of Delaware.
	4.1			Specimen Unit Certificate of Vickers Vantage Corp. I (incorporated by reference to Exhibit 4.1 of Vickers’s Form S-1 (File No. 333-251352), filed with the SEC on December 15, 2020).
	4.2			Specimen Ordinary Share Certificate of Vickers Vantage Corp. I (incorporated by reference to Exhibit 4.2 of Vickers’s Form S-1 (File No. 333-251352), filed with the SEC on December 15, 2020).
	4.3			Specimen Warrant Certificate of Vickers Vantage Corp. I (incorporated by reference to Exhibit 4.3 of Vickers’s Form S-1 (File No. 333-251352), filed with the SEC on December 15, 2020).
	4.4			Warrant Agreement, dated as of January 6, 2021, by and between Vickers Vantage Corp. I and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 4.1 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 11, 2021).
	5.1			Opinion of Loeb & Loeb LLP.
	8.1‡			Opinion of Loeb & Loeb LLP regarding tax matters.
	10.1			Form of Letter Agreement, by and among Vickers Vantage Corp. I and each of Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd, and the officers and directors of Vickers (incorporated by reference to Exhibit 10.1 of Vickers’s Form S-1 (File No. 333-251352), filed with the SEC on December 15, 2020).
	10.2			Investment Management Trust Agreement, dated as of January 6, 2021, by and between Vickers Vantage Corp. I and Continental Stock Transfer & Trust Company (incorporated by reference to Exhibit 10.1 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 11, 2021).
	10.3			Registration Rights Agreement, dated January 6, 2021, by and among Vickers Vantage Corp. I, Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd and certain security holders (incorporated by reference to Exhibit 10.2 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 11, 2021).

	Exhibit			Description
	10.4			Form of Amended and Restated Registration Rights Agreement, by and among Scilex Holding Company, Vickers Venture Fund VI Pte Ltd, Vickers Venture Fund VI (Plan) Pte Ltd, Sorrento Therapeutics, Inc. and certain security holders (included as Annex H to the proxy statement/prospectus contained in this registration statement).
	10.5			Administrative Services Agreement, dated January 6, 2021, between Vickers Vantage Corp. I and Vickers Venture Partners (incorporated by reference to Exhibit 10.3 of Vickers’s Current Report on Form 8-K (File No. 001-39852), filed with the SEC on January 11, 2021).
	10.6‡			Form of Indemnification Agreement of Scilex Holding Company.
	10.7*‡			Scilex Pharmaceuticals, Inc. Amended and Restated 2017 Equity Incentive Plan.
	10.8*‡			Form of Option Agreement and Stock Option Grant Notice under the Scilex Pharmaceuticals Inc. 2017 Equity Incentive Plan.
	10.9*‡			Scilex Holding Company 2019 Stock Option Plan, as amended.
	10.10*‡			Form of Option Agreement and Stock Option Grant Notice under the Scilex Holding Company 2019 Stock Option Plan, as amended.
	10.11*			Scilex Holding Company 2022 Equity Incentive Plan (included as Annex D to the proxy statement/prospectus contained in this registration statement).
	10.12*‡			Form of Stock Option Grant Notice and Stock Option Agreement under the Scilex Holding Company 2022 Equity Incentive Plan.
	10.13*‡			Form of Restricted Stock Unit Award Grant Notice and Restricted Stock Unit Award Agreement under the Scilex Holding Company 2022 Equity Incentive Plan.
	10.14*			Scilex Holding Company 2022 Employee Stock Purchase Plan (included as Annex E to the proxy statement/prospectus contained in this registration statement).
	10.15			Sponsor Support Agreement, dated as of March 17, 2022, by and among Vickers Vantage Corp. I and certain stockholders. (included as Annex F-1 to the proxy statement/prospectus contained in this registration statement).
	10.15.1			Amendment No. 1 to Sponsor Support Agreement, dated as of September 12, 2022, by and among Vickers Vantage Corp. I and certain stockholders. (included as Annex F-2 to the proxy statement/prospectus contained in this registration statement).
	10.16			Company Stockholder Support Agreement, dated as of March 17, 2022, by and among Vickers Vantage Corp. I, Scilex Holding Company and Sorrento Therapeutics, Inc (included as Annex G to the proxy statement/prospectus contained in this registration statement).
	10.17*‡			Offer Letter, dated as of April 19, 2019, between Scilex Pharmaceuticals Inc. and Jaisim Shah.
	10.18*‡			Offer Letter, dated as of April 19, 2019, between Scilex Pharmaceuticals Inc. and Dmitiri Lissin.
	10.19*‡			Offer Letter, dated as of March 29, 2019, between Scilex Pharmaceuticals Inc. and Suresh Khemani.
	10.20*‡			Offer Letter, dated as of April 19, 2019, between Scilex Pharmaceuticals Inc. and Suketu Desai.
	10.21*‡			Offer Letter, dated as of April 27, 2022, by and between Scilex Holding Company and Elizabeth Czerepak.
	10.22^‡			Commercial Supply Agreement, dated as of February 16, 2017, by and among Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation.
	10.23^‡			First Addendum to Commercial Supply Agreement, dated as of August 31, 2017, by and among Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation.
	10.24^‡			Second Addendum to Commercial Supply Agreement, dated as of May 9, 2018, by and among Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation.

	Exhibit			Description
	10.25‡			Third Addendum to Commercial Supply Agreement, dated as of August 30, 2018, by and among Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation.
	10.26#‡			Exclusive Distribution Agreement, dated as of August 6, 2015, by and among Scilex Pharmaceuticals Inc. and Cardinal Health 105, Inc.
	10.27‡			Amendment to Exclusive Distribution Agreement, dated as of May 24, 2018, by and among Scilex Pharmaceuticals Inc. and Cardinal Health 105, Inc.
	10.28#‡			Second Amendment to Exclusive Distribution Agreement, dated as of September 19, 2018, by and among Scilex Pharmaceuticals Inc. and Cardinal Health 105, Inc.
	10.29‡			Third Amendment to Exclusive Distribution Agreement, dated as of October 1, 2021, by and among Scilex Pharmaceuticals Inc. and Cardinal Health 105, LLC (f/k/a Cardinal Health 105, Inc.).
	10.30^#‡			Supply Agreement, dated as of December 17, 2015, by and between Genzyme Corporation and Semnur Pharmaceuticals, Inc. (incorporated by reference to Exhibit 10.33 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.31^‡			Product Development Agreement, dated as of May 11, 2011, by and between Scilex Pharmaceuticals, Inc. (as successor to Stason Pharmaceuticals, Inc.), Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.34 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.32‡			First Amendment to Product Development Agreement, dated as of April 2, 2013, by and between Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.35 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.33^‡			Second Amendment to Product Development Agreement, dated as of February 20, 2017, by and between Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.36 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.34^‡			Third Amendment to Product Development Agreement, dated as of August 29, 2018, by and between Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.37 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.35‡			Fourth Amendment to Product Development Agreement, dated as of December 13, 2019, by and between Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.38 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.36‡			Fifth Amendment to Product Development Agreement, dated as of April 30, 2021, by and between Scilex Pharmaceuticals Inc., Oishi Koseido Co., Ltd. and Itochu Chemical Frontier Corporation (incorporated by reference to Exhibit 10.39 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.37^#‡			Master Services Agreement — SP-102, dated as of January 27, 2017, by and between Semnur Pharmaceuticals, Inc. and Lifecore Biomedical, LLC (incorporated by reference to Exhibit 10.40 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on June 27, 2022).

	Exhibit			Description
	10.38‡			Amendment No. 1 to Master Services Agreement, dated as of April 26, 2018, by and between Semnur Pharmaceuticals, Inc. and Lifecore Biomedical, LLC (incorporated by reference to Exhibit 10.41 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on June 27, 2022).
	10.39‡			Novation Agreement re Master Services Agreement, dated as of June 15, 2022, by and among Scilex Holding Company, Tulex Pharmaceuticals Inc. and Aardvark Therapeutics Inc. (incorporated by reference to Exhibit 10.42 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on June 27, 2022).
	10.40#‡			Master Services Agreement, dated as of November 23, 2020, by and between Aardvark Therapeutics Inc. and Tulex Pharmaceuticals Inc. as assumed by Scilex Holding Company on May 12, 2022, as novated to Scilex Holding Company, pursuant to the Novation Agreement re Master Services Agreement, dated as of June 15, 2022, by and among Scilex Holding Company, Tulex Pharmaceuticals Inc. and Aardvark Therapeutics Inc. (incorporated by reference to Exhibit 10.43 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on June 27, 2022).
	10.41^#‡			License and Commercialization Agreement, dated as of June 14, 2022, by and between Scilex Holding Company and RxOmeg Therapeutics LLC, a/k/a Romeg Therapeutics, LLC (incorporated by reference to Exhibit 10.44 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on June 27, 2022).
	10.42^‡			Indenture, dated as of September 7, 2018, among Scilex Pharmaceuticals Inc., Sorrento Therapeutics, Inc. and U.S. Bank National Association, as trustee and collateral agent (incorporated by reference to Exhibit 10.45 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.43#‡			Omnibus Amendment No. 1 to Indenture and Letter of Credit, dated as of October 1, 2019, among Scilex Pharmaceuticals Inc., Sorrento Therapeutics, Inc. and U.S. Bank National Association, as trustee and collateral agent, and the beneficial owners of the securities and the holders listed on the signature pages thereof (incorporated by reference to Exhibit 10.46 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.44^‡			Omnibus Amendment No. 2 to Indenture and Letter of Credit, dated as of March 30, 2020, among Scilex Pharmaceuticals Inc., Sorrento Therapeutics, Inc. and U.S. Bank National Association, as trustee and collateral agent, and the beneficial owners of the securities and the holders listed on the signature pages thereof (incorporated by reference to Exhibit 10.47 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.45#‡			Consent Under and Amendment No. 3 to Indenture and Letter of Credit, dated as of December 14, 2020, among Scilex Pharmaceuticals Inc., Sorrento Therapeutics, Inc. and U.S. Bank National Association, as trustee and collateral agent, and the beneficial owners of the securities and the holders listed on the signature pages thereof (incorporated by reference to Exhibit 10.48 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.46#‡			Consent Under and Amendment No. 4 to Indenture, dated June 3, 2022, among Sorrento Therapeutics, Inc., Scilex Pharmaceuticals Inc., U.S. Bank Trust Company, National Association, as trustee and collateral agent, and the beneficial owners of the securities and the holders listed on the signature pages thereof (incorporated by reference to Exhibit 10.49 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.47#‡			Collateral Agreement, dated as of September 7, 2018, by and between Scilex Pharmaceuticals Inc. and U.S. Bank National Association (incorporated by reference to Exhibit 10.50 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).

	Exhibit			Description
	10.48^‡			Irrevocable Standby Letter of Credit, dated as of September 7, 2018, issued by Sorrento Therapeutics, Inc. in favor of Scilex Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.51 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.49‡			Subordinated Promissory Note, dated as of February 14, 2022, issued by Scilex Pharmaceuticals Inc. in favor of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 10.52 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.50#‡			Contribution and Loan Agreement, dated as of March 18, 2019, by and among Scilex Holding Company, Sorrento Therapeutics, Inc., the stockholders of Scilex Pharmaceuticals Inc. signatories thereto, and Scilex Pharmaceuticals Inc. (incorporated by reference to Exhibit 10.53 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.51‡			Promissory Note, dated as of March 18, 2019, issued by Scilex Holding Company in favor of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 10.54 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.52‡			Intercompany Promissory Note, dated as of October 5, 2018, issued by Scilex Pharmaceuticals Inc. in favor of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 10.55 to the amendment to Vickers’s Form S-4 Registration Statement (File No . 333-264941) originally filed with the SEC on July 21, 2022).
	10.53#‡			Credit and Security Agreement, dated as of December 14, 2020, by and between Scilex Pharmaceuticals Inc. and CNH Finance Fund I, L.P. (incorporated by reference to Exhibit 10.56 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.54^‡			Assignment Agreement, dated August 6, 2013, between Semnur Pharmaceuticals, Inc. and Shah Investor LP (incorporated by reference to Exhibit 10.57 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on June 27, 2022).
	10.55#‡			Promissory Note, dated as of May 12, 2022, issued by Scilex Holding Company in favor of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 10.58 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.56^‡			Office Lease, dated as of August 8, 2019, by and between Scilex Pharmaceuticals Inc. and 960 San Antonio LLC (incorporated by reference to Exhibit 10.59 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.57^‡			First Amendment to Office Lease, dated as of September 15, 2019, by and between Scilex Pharmaceuticals Inc. and 960 San Antonio LLC (incorporated by reference to Exhibit 10.60 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.58^‡			Sublease Agreement, dated as of May 18, 2022, by and between Scilex Holding Company and Live Action, Inc. (incorporated by reference to Exhibit 10.61 to the amendment to Vickers’s Form S-4 Registration Statement (File No. 333-264941) originally filed with the SEC on July 21, 2022).
	10.59‡			Stockholder Agreement, dated as of September 12, 2022, between Vickers Vantage Corp. I and Sorrento Therapeutics, Inc.
	10.60#‡			Contribution and Satisfaction of Indebtedness Agreement, dated as of September 12, 2022, by and among Sorrento Therapeutics, Inc., Scilex Holding Company and Scilex Pharmaceuticals, Inc.

	Exhibit			Description
	10.61‡			Letter Agreement, dated October 17, 2022, between Scilex Holding Company and Sorrento Therapeutics, Inc.
	10.62#‡			Warrant Transfer Agreement, dated October 17, 2022, by and among Sorrento Therapeutics, Inc., Vickers Venture Fund VI Pte Ltd , Vickers Venture Fund VI (Plan) Pte Ltd, and for the limited purposes set forth therein, Vickers Vantage Corp. I and Maxim Group LLC.
	10.63#‡			Debt Contribution Agreement, dated October 17, 2022, by and among Vickers Vantage Corp. I, Vickers Venture Fund VI Pte Ltd and Vickers Venture Fund VI (Plan) Pte Ltd.
	10.64‡			Letter Agreement, dated October 17, 2022, by and among Sorrento Therapeutics, Inc., Vickers Venture Fund VI Pte Ltd , Vickers Venture Fund VI (Plan) Pte Ltd, Vickers Vantage Corp. I and Maxim Group LLC.
	21.1‡			List of Subsidiaries.
	23.1‡			Consent of WithumSmith+Brown, PC, independent registered public accounting firm of Vickers Vantage Corp, I.
	23.2‡			Consent of Ernst & Young LLP, independent registered public accounting firm of Scilex.
	23.3‡			Consent of Deloitte & Touche LLP, former independent registered public accounting firm of Scilex.
	23.4			Consent of Loeb & Loeb LLP (included in Exhibit 5.1 and 8.1).
	24.1‡			Power of Attorney (included on signature page to this proxy statement/prospectus).
	99.1‡			Consent of Henry Ji to be named as a director nominee.
	99.2‡			Consent of Jaisim Shah to be named as a director nominee.
	99.3‡			Consent of Tien-Li Lee to be named as a director nominee.
	99.4‡			Consent of Laura J. Hamill to be named as a director nominee.
	99.5‡			Consent of Dorman Followwill to be named as a director nominee.
	99.6‡			Consent of David Lemus to be named as a director nominee.
	99.7‡			Consent of Tommy Thompson to be named as a director nominee.
	99.8			Form of Preliminary Proxy Card.
	101.INS			XBRL Instance Document.
	101.SCH			XBRL Taxonomy Extension Schema Document.
	101.CAL			XBRL Taxonomy Extension Calculation Linkbase Document.
	101.DEF			XBRL Taxonomy Extension Definition Linkbase Document.
	101.LAB			XBRL Taxonomy Extension Labels Linkbase Document.
	101.PRE			XBRL Taxonomy Extension Presentation Linkbase Document.
	104			Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101).
	107‡			Filing Fee Table.

Signature	Title	Date
/s/ Jeffrey Chi Jeffrey Chi	Chairman and Chief Executive Officer (Principal Executive Officer)	October 27, 2022
/s/ Chris Ho Chris Ho	Chief Financial Officer and Director (Principal Financial and Accounting Officer)	October 27, 2022
* Pei Wei Woo	Director	October 27, 2022
* Suneel Kaji	Director	October 27, 2022
* Steve Myint	Director	October 27, 2022