Sorrento reports consummation of sale of shares held in Scilex

Sorrento Therapeutics (SRNE) announced the consummation on September 21, 2023, of the previously announced sale to Scilex Holding Company (SCLX) of certain securities that Sorrento held in Scilex. Pursuant to that certain Stock Purchase Agreement entered into on September 21, 2023, between Scilex and Sorrento, Scilex, through its wholly-owned subsidiary, acquired (i) all of the shares of Scilex common stock owned by Sorrento, (ii) all of the shares of Scilex preferred stock owned by Sorrento, and (iii) all of the warrants for the purchase of shares of Scilex common stock owned by Sorrento for aggregate consideration consisting of: (i) $110M comprised of cash payments of $10M and the assumption by Scilex of the approximately $100M senior secured term loan facility provided by Oramed Pharmaceuticals (ORMP) to Sorrento; plus (ii) the assumption by Scilex of certain legal fees and expenses of Sorrento in the amount of approximately $12.25M; plus (iii) a credit bid of all amounts owed to Scilex under the junior secured debtor-in-possession financing facility provided by Scilex to Sorrento. As a result of the Securities Transfer, the company no longer has a controlling interest over Scilex and Scilex ceased to be a majority-owned subsidiary of Sorrento. Additionally, upon the closing of the Securities Transfer, Sorrento and Oramed mutually terminated that certain Stock Purchase Agreement, dated as of August 7, 2023, between Oramed and Sorrento for the sale of Sorrento’s equity interests in Scilex to Oramed, which termination includes a release of claims by each of the parties relating to the Oramed SPA.