Release Details

Sorrento Therapeutics, Inc.'s Bankruptcy Court Approves Elective Offering of Restricted Common Stock of Scilex Holding Company for Dividend Short Holders

July 20, 2023

SAN DIEGO, July 20, 2023 /PRNewswire/ -- Sorrento Therapeutics, Inc. (OTC: SRNEQ, "Sorrento"), a biopharmaceutical company dedicated to the development of life-saving therapeutics to treat cancer, intractable pain, and infectious disease, today announced that, in connection with its ongoing chapter 11 case, the U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") entered an order (the "Order") approving an offering of a portion of Sorrento's common stock in its non-debtor public subsidiary, Scilex Holding Company (Nasdaq: SCLX, "Scilex") (the "Offering"). Dividend Short Holders may elect to participate in the Offering. 

The Offering will provide parties who hold short interests in restricted Scilex stock (the "Dividend Short Holders") the exclusive opportunity to purchase restricted Scilex stock for the sole purpose of covering their short positions and to the extent applicable, delivering the borrowed shares to the lenders thereof.  The Dividend Short Holders can purchase the Scilex stock either in open market purchases or in private, secondary transactions with Sorrento at a price to be determined by Sorrento's Chief Restructuring Officer, in consultation with the Official Committee of Unsecured Creditors and the Official Committee of Sorrento Equity Securities Holders (the "Equity Committee") in Sorrento's chapter 11 case.

In addition, the Order directs record holders of short positions in Restricted Scilex Stock (the "Record Holders") to provide notice of the Offering to their customers who are Dividend Short Holders.  These Record Holders will direct all inquiries from their customers about the Offering to certain representatives designated by Sorrento and the Equity Committee.

The Offering was negotiated by Sorrento and the Equity Committee in Sorrento's chapter 11 case. The Equity Committee was appointed in the case to act as a fiduciary for, and to represent the interests of, all Sorrento stockholders.

The Offering of the Restricted Scilex Stock by Sorrento would be made pursuant to a Registration Statement on Form S-1 (Registration No. 333-268603) previously filed and declared effective by the Securities and Exchange Commission ("SEC") and the related prospectus. These documents can be accessed for free through the SEC's website at www.sec.gov. This press release does not constitute an offer to sell, or the solicitation of an offer to buy, any shares of Restricted Scilex Stock. 

About Sorrento Therapeutics, Inc.

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 March 2022. ZTlido® was approved by the FDA on February 28, 2018.

For more information visit www.sorrentotherapeutics.com.

Forward-Looking Statements

This press release and any statements made for and during any presentation or meeting concerning the matters discussed in this press release contain forward-looking statements related to Sorrento and its subsidiaries under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties that could cause actual results to differ materially from those projected. Forward-looking statements include statements regarding the anticipated timing and plans for completion of the Offering.

Risks and uncertainties that could cause Sorrento's actual results to differ materially and adversely from those expressed in our forward-looking statements, include, but are not limited to:  Sorrento's ability to enforce on its arbitration award in the Cynviloq Arbitration, general economic, political and business conditions; risks related to the COVID-19 pandemic; the risk that the potential product candidates that Sorrento develops may not progress through clinical development or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway for Sorrento's product candidates; the risk that Sorrento will be unable to successfully market or gain market acceptance of its product candidates; the risk that Sorrento's product candidates may not be beneficial to patients or successfully commercialized; the risk that Sorrento has overestimated the size of the target patient population, their willingness to try new therapies and the willingness of physicians to prescribe these therapies; risks that the results of the Phase 2 trial for SP-103 or Phase 1 trials for SP-104 may not be successful; risks that the prior results of the clinical trials of SP-102 (SEMDEXA™), SP-103 or SP-104 may not be replicated; regulatory and intellectual property risks; and other risks and uncertainties indicated from time to time and other risks set forth in Sorrento's filings with the SEC, and relating to the voluntary proceedings under Chapter 11 in the Bankruptcy Court (the "Chapter 11 Cases"), Sorrento's ability to continue operating in the ordinary course while the Chapter 11 Cases are pending, the timing and outcome of the Chapter 11 Cases, Sorrento's ability to obtain timely approval by the Bankruptcy Court of the motions filed in the Chapter 11 Cases and any effects of the Chapter 11 Cases on the enforcement of the arbitration award in the Cynviloq Arbitration and Sorrento's ability to comply with the restrictions imposed by the terms and conditions of the DIP financing. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no obligation to update any forward-looking statement in this press release except as may be required by law.

Contacts:

For Sorrento Therapeutics, Inc.

Media Contact
The Levinson Group
212-202-2754
Email: sorrento@tlgcommunications.com
Website: www.sorrentotherapeutics.com

For the Official Committee of Equity Security Holders

Counsel
Glenn Agre Bergman & Fuentes
Phone: 212-970-1600
Email: GABFsorrentoteam@glennagre.com

Sorrento® and the Sorrento logo are registered trademarks of Sorrento Therapeutics, Inc.

G-MAB™, DAR-T™, Seprehvec™, SOFUSA™, COVI-MSC™, COVIMARK™, Fujovee™ and Ovydso™ are trademarks of Sorrento Therapeutics, Inc.

SEMDEXA™ (SP-102) is a trademark of Semnur Pharmaceuticals, Inc. A proprietary name review by the FDA is planned.

All other trademarks are the property of their respective owners.

SOURCE Sorrento Therapeutics, Inc.