The FAQ document will be posted under the “Investors” section of its website at www.sorrentotherapeutics.com. The FAQs address questions regarding the process and expected mechanics by which the Dividend Short Holders can purchase the
The FAQ document is included in this press release and Sorrento will also send the FAQ via email and overnight mail on or about
FREQUENTLY ASKED QUESTIONS
PROCESS FOR SHARE PURCHASE FROM OPEN MARKET
1. Once Scilex Dividend Short Holders (the “Buyer”) acquire shares of
- The agreement will be a short form letter agreement, pursuant to which the Buyer will agree to the imposition of the Lockup legend (through
September 1, 2023 ) on its shares andScilex will agree to the waiver under #4 below. - Following the open market purchases, Buyer can contact
Stephen Ma atScilex Holding Company, Inc. (SMa@scilexholding.com) to obtain a copy of the agreement for execution. - The agreement will be executed by
Scilex and the Buyer or record holder of the acquired shares. - If a holder of a short-position already holds unrestricted shares of
Scilex common stock, such holder may convert such shares into restricted shares subject to the Lockup via the same process outlined here for Buyers.
2. Scilex and Buyer will jointly instruct
3. If the Buyer is using the purchased shares to cover all or a portion of any outstanding short position in
- Buyer, as the holder of the shares, may make direct requests to Continental to transfer the shares. Continental will provide the Buyer with the necessary documentation.
- Because the shares will have a Lockup, Continental will separately contact
Scilex for an instruction to permit the transfer (See #4 below). - This same process will apply if the lender is also a borrower of
Scilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender.
4. Scilex will instruct Continental to “waive” application of the Lockup solely for the purpose of Buyer conveying shares to the lender. The Lockup will continue to apply to the returned shares in lender’s name. This same process will apply if the lender is also a borrower of
PROCESS FOR SHARE PURCHASE FROM SORRENTO THERAPEUTICS, INC.
Sorrento Therapeutics, Inc. (“Sorrento”) andScilex Holding Company (“Scilex ”) will coordinate withContinental Stock Transfer & Trust Company , Scilex’s transfer agent (“Continental”), to impose the lock-up restriction expiringSeptember 1, 2023 (the “Lockup”) on the shares ofScilex common stock held by Sorrento.- Sorrento,
Scilex and Scilex Dividend Short Holders (“Buyer”) will execute a stock purchase agreement providing for the sale ofScilex common stock by Sorrento to Buyer (the “Purchase Agreement”). The shares will be sold pursuant to the Registration Statement on Form S-1 (File No. 333-268603) filed byScilex with theSEC onNovember 30, 2022 , and declared effective by theSEC onDecember 27, 2022 (the “Form S-1”). - Sorrento will instruct Scilex’s transfer agent to transfer the shares to the Buyer. The shares will be recorded by Continental in book entry format.
- As set forth in the Purchase Agreement,
Scilex will instruct Continental to “waive” application of the Lockup solely for the purpose of Sorrento’s sale of the shares to the Buyer. The Lockup will continue to apply to the returned shares in Buyer’s name. - If the Buyer is using the shares to cover all or a portion of any outstanding short position in
Scilex stock, Buyer will instruct Scilex’s transfer agent to transfer the shares to the lender of the short position. This same process will apply if the lender is also a borrower ofScilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender. Scilex will further instruct its transfer agent to “waive” application of the Lockup solely for the purpose of Buyer conveying shares to the lender. The Lockup will continue to apply to the returned shares in lender’s name. This same process will apply if the lender is also a borrower ofScilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender.
FAQs
1. What are the expected mechanics to buying stock from Sorrento mentioned in pg. 5, section “Process” option ii
- How are clients expected to pay Sorrento for
Scilex shares?- Yes, buyers should expect to wire funds to Sorrento. Wiring instructions will be provided in the Purchase Agreement.
- How will the shares be received? i.e. DWAC into DTC on CUSIP 80880W106 or book entry at Continental?
- Shares will be held in book-entry form at Continental.
2. In regards to shares purchased directly from the company, what restrictions are applied if any?
If restrictions applied, are they above and beyond the original spinoff restriction since they are being directly purchased from the company?
- The shares will be sold by Sorrento to Buyer pursuant to the Registration Statement on Form S-1 (File No. 333-268603) filed by
Scilex with theSEC on November 30, 2022, and declared effective by theSEC on December 27, 2022, and therefore will be transferred by Sorrento in a registered transaction. However, the shares will be subject to a lock-up throughSeptember 1, 2023 and therefore are “restricted” from a transfer perspective through the lockup period absent a waiver fromScilex . Upon expiration of the lock-up on9/1/23 (unless otherwise extended by the Bankruptcy Court),Scilex will instruct its transfer agent to remove the lock- up as of 9/2/23.
About
Sorrento is a clinical and commercial stage biopharmaceutical company developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease, and COVID-19. Sorrento's multimodal, multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation tyrosine kinase inhibitors ("TKIs"), fully human antibodies (“G-MAB™ library”), immuno-cellular therapies (“DAR-T™”), antibody-drug conjugates (“ADCs”), and oncolytic virus (“Seprehvec™”). Sorrento is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558 and COVI-MSC™, and diagnostic test solutions, including COVIMARK™.
Sorrento's commitment to life-enhancing therapies for patients is also demonstrated by our effort to advance a TRPV1 agonist, non-opioid pain management small molecule, resiniferatoxin (“RTX”), and SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (SEMDEXA™), a novel, viscous gel formulation of a widely used corticosteroid for epidural injections to treat lumbosacral radicular pain, or sciatica, and to commercialize ZTlido® (lidocaine topical system) 1.8% for the treatment of postherpetic neuralgia (PHN). RTX has been cleared for a Phase II trial for intractable pain associated with cancer and a Phase II trial in osteoarthritis patients. Positive final results from the Phase III Pivotal Trial C.L.E.A.R. Program for SEMDEXA™, its novel, non-opioid product for the treatment of lumbosacral radicular pain (sciatica), were announced in
For more information visit www.sorrentotherapeutics.com
Forward-Looking Statements
This press release and any statements made for and during any presentation or meeting contain forward-looking statements related to
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