Scilex Holding Company (Nasdaq: SCLX) announced that its majority
stockholder, Sorrento Therapeutics, Inc. (Nasdaq: SRNE,
“Sorrento”) today posted a “Frequently Asked Questions” document
under the “Investors” section of its website at
www.sorrentotherapeutics.com regarding its recent dividend to
Sorrento stockholders of shares of common stock of Scilex Holding
Company held by Sorrento.
The FAQs address questions regarding the details of the
dividend, including the record date, payment date, dividend ratio,
distribution of the shares of Scilex common stock, how Sorrento
stockholders can obtain certain information regarding the dividend,
CUSIP information for Scilex common stock, and transfer
restrictions on the dividend stock as well as questions related to
issues that may arise with respect to the dividend in connection
with short positions in Sorrento common stock.
The FAQs and related annexes are included in this press release
and can also be found on Scilex’s website
https://www.scilexholding.com/investors/faqs/
FREQUENTLY ASKED QUESTIONS
REGARDING THE DIVIDEND OF SCILEX HOLDING COMPANY COMMON
STOCK BY SORRENTO THERAPEUTICS, INC.
Q:
What is the dividend of Scilex Common
Stock?
A:
On December 30, 2022, Sorrento Therapeutics,
Inc. (Sorrento) announced that its board of directors declared a
stock dividend (Dividend) consisting of an aggregate of 76,000,000
shares (Dividend Stock) of common stock of Scilex Holding Company
held by Sorrento to record holders of:
- Sorrento’s
common stock (Record Common Holders) as of the close of business on
the Record Date, and
- certain warrants
to purchase Sorrento common stock (which have or may have the right
to participate in the Dividend pursuant to the terms of their
respective warrants) (Record Warrant Holders and together with the
Record Common Holders, Record Holders).
The Dividend would be apportioned on a pro rata
basis among such holders in accordance with each holder’s ownership
percentage of Sorrento common stock (assuming the full exercise of
all outstanding warrants to purchase Sorrento common stock) as of
the Record Date as set forth in the records of Sorrento’s transfer
agent (with respect to the Record Common Holders) and Sorrento
(with respect to the Record Warrant Holders) as of such date.
No fractional shares will be issued in
connection with the Dividend and the Record Holders who otherwise
would be entitled to receive fractional shares of Scilex common
stock are entitled to receive cash (without interest or deduction)
in lieu of such fractional shares in an amount equal to the product
obtained by multiplying (a) $5.87 (which represents the closing
price of Scilex common stock on the Record Date), by (b) the
fraction of one share of Scilex common stock that such Record
Holder would have otherwise been entitled to receive as a Dividend
in respect of shares of Sorrento common stock held by such Record
Holder (after aggregating all such fractional shares otherwise
issuable to such Record Holder in connection with the Dividend)
(Cash-in-Lieu Payment).
Q:
What was the Record Date for the Dividend?
A:
The Record Date for determining the Sorrento stockholders who
are entitled to receive Dividend Stock was January 9, 2023.
Q:
What was the Payment Date for the Dividend
Stock?
A:
The payment date for the Dividend Stock was January 19, 2023
(Payment Date).
Q:
What was the Dividend Ratio?
A:
The dividend ratio is 0.1410127 of a share of Scilex common
stock for each one share of Sorrento common stock held (or
underlying the applicable warrants) by the Record Holders as of the
close of business on the Record Date.
Q:
Will I receive Dividend Stock?
A:
If you are a Record Common Holder, meaning you held Sorrento
common stock as of the close of business on the Record Date, you
are entitled to receive the Dividend Stock.
Q:
How do I know if I am a Record Common
Holder?
A:
Stockholder of Record: Shares Registered in Your
Name
If at the close of business on January 9, 2023,
your shares of Sorrento common stock were registered directly in
your name with Sorrento’s transfer agent, Pacific Stock Transfer
Company (PST), then you are the stockholder of record for
these shares and a Record Common Holder.
Beneficial Owner: Shares Registered in the Name of a
Broker, Bank or Other Agent
If at the close of business on January 9,
2023, your shares of Sorrento common stock were held, not in your
name, but rather in an account at a brokerage firm, bank, dealer or
other similar organization, then you are the beneficial owner of
shares held in “street name” and the organization holding your
account is considered the stockholder of record, or the Record
Common Holder, for purposes of the Dividend. As a
beneficial owner, you have the right to direct your broker, bank or
other agent with respect to the portion of Dividend Stock of which
you are a beneficial owner and how it is reflected in your
account.
Q:
What information and documentation was distributed to
the Record Common Holders in connection with the
Dividend?
A:
Stockholder of Record: Shares Registered in Your
Name
If at the close of business on January 9, 2023,
your shares of Sorrento common stock were registered directly in
your name with Sorrento’s transfer agent, PST, then PST mailed
the Information Statement to your address on record with PST.
A copy of the Information Statement is attached to this FAQ
as Annex A.
In addition, on January 19, 2023, Scilex’s transfer agent,
Continental Stock Transfer & Trust Company (CST), distributed
to you as a Record Common Holder (i) your pro rata portion of the
Dividend Stock based on the Dividend Ratio and (ii) a Cash-in-Lieu
Payment, if you otherwise were entitled to receive fractional
shares of Scilex common stock.
The Dividend Stock is evidenced by a book-entry/DRS transaction
confirmation (Dividend Confirmation), which Dividend Confirmation
was mailed to your address on record with Sorrento’s transfer
agent, PST. Accordingly, you are now a stockholder of record for
your Dividend Stock and your shares are registered directly in your
name with Scilex’s transfer agent, CST. If you were entitled to a
Cash-in-Lieu Payment, a check for such payment was also mailed to
your address on record with PST.
Beneficial Owner: Shares Registered in the Name of a
Broker, Bank or Other Agent
If at the close of business on January 9,
2023, your shares of Sorrento common stock were held, not in your
name, but rather in an account at a brokerage firm, bank, dealer or
other similar organization, then you are the beneficial owner of
shares held in “street name” and the organization holding your
account is considered the stockholder of record, or the Record
Common Holder, for purposes of the Dividend.
As a Record Common Holder, your broker or other
agent should have received the Information Statement directly from
PST. A copy of the Information Statement is attached to this FAQ as
Annex A.
As a beneficial owner, you have the
right to direct your broker, bank or other agent with respect to
the Dividend Stock and how it is reflected in your
account. Your broker can also assist you with obtaining
your Cash-in-Lieu Payment, if any.
Q:
What if I did not receive the Information Statement or a
Dividend Confirmation?
A:
A copy of the Information Statement is attached
to this FAQ as Annex A.
Stockholder of Record: Shares Registered in Your
Name
To obtain a copy of your Dividend Confirmation
or to check on the status of your Cash-in-Lieu Payment (if any),
please contact Scilex’s transfer agent, CST, by phone or email
at:
Continental Stock Transfer & Trust
CompanyTelephone Number:
800-509-5586Email Address:
cstmail@continentalstock.com
Beneficial Owner: Shares Registered in the Name of a
Broker, Bank or Other Agent
If you hold your shares in “street name” through a brokerage
firm, bank, dealer or other similar organization, that organization
received a Dividend Confirmation with respect to all Dividend Stock
held by its customers and your pro rata portion of the Dividend
Stock should be reflected in the statements you receive from your
brokerage firm, bank, dealer or other similar organization.
A list of brokerage firms, banks, dealers and other similar
organizations that received a Dividend Confirmation for shares held
in “street name” is set forth on Annex B of this FAQ.
IF YOU HAVE ANY QUESTIONS REGARDING YOUR STATEMENT OR
ANY OTHER COMMUNICATIONS FROM YOUR BROKER OR OTHER AGENT REGARDING
THE DIVIDEND STOCK, PLEASE CONTACT THEM IMMEDIATELY.
Q:
Why does my brokerage statement indicate that the
Dividend Stock has no value?
A:
If your brokerage statement indicates that the Dividend Stock
has no value, please contact your brokerage firm, bank, dealer or
other similar organization directly on an immediate basis to ensure
that your brokerage statement is accurate and reflects the value of
the Dividend Stock.
A list of brokerage firms, banks, dealers and other similar
organizations that received a Dividend Confirmation for shares held
in “street name” is set forth on Annex B of this FAQ.
Q:
What is the value of the Dividend Stock?
A:
Scilex common stock is listed on The Nasdaq Stock Market LLC
under the symbol “SCLX”. You may obtain the trading and closing
prices of Scilex common stock on Nasdaq’s website at
Nasdaq.com.
Q:
What is the CUSIP number for shares of Scilex common
stock?
A:
Scilex’s CUSIP number 80880W106.
Q:
Is there a separate CUSIP number for the Dividend
Stock?
A:
No. The CUSIP number for the Dividend Stock is
the same as all other shares of Scilex common stock.
Q:
My brokerage statement references an ISIN. What is an
ISIN?
A:
ISIN stands for International Securities Identification
Numbering system and is the global ISO standard for unique
identification of financial and referential instruments, including
equity, debt, derivatives and indices.
Note that the ISIN is not the CUSIP number. You should
contact your broker immediately for more information about the ISIN
and to have the broker include Scilex’s CUSIP number on your
brokerage statement.
Q:
Can I transfer, sell, pledge, loan or otherwise dispose
and transfer the Dividend Stock?
A:
No. The Dividend Stock you will
receive on the Payment Date is subject to restrictions on transfer
until May 11, 2023 and your shares of Dividend Stock will reflect
the following restrictive legend, which restriction is also
included in your Dividend Confirmation:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE
MAY NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED, LOANED, ENCUMBERED
OR OTHERWISE DISPOSED OF WITHOUT THE CONSENT OF SCILEX HOLDING
COMPANY (THE “COMPANY”) PRIOR TO MAY 11, 2023. A TRANSFER OF THE
SECURITIES REPRESENTED BY THIS CERTIFICATE SHALL BE DEEMED TO
INCLUDE, WITHOUT LIMITATION, THE (A) SALE OR ASSIGNMENT OF,
OFFER TO SELL, CONTRACT OR AGREEMENT TO SELL, GRANT OF ANY OPTION
TO PURCHASE OR OTHERWISE DISPOSE OF OR AGREEMENT TO DISPOSE OF,
DIRECTLY OR INDIRECTLY, OR ESTABLISHMENT OR INCREASE OF A PUT
EQUIVALENT POSITION OR LIQUIDATION WITH RESPECT TO OR DECREASE OF A
CALL EQUIVALENT POSITION WITHIN THE MEANING OF SECTION 16 OF
THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE
ACT”), WITH RESPECT TO, ANY SECURITY OF THE COMPANY, (B)
ENTRY INTO ANY SWAP OR OTHER ARRANGEMENT THAT TRANSFERS TO ANOTHER,
IN WHOLE OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP
OF ANY SECURITY OF THE COMPANY, WHETHER ANY SUCH TRANSACTION IS TO
BE SETTLED BY DELIVERY OF SUCH SECURITIES, IN CASH OR OTHERWISE,
AND (C) ENGAGEMENT, WHETHER DIRECTLY OR INDIRECTLY, IN ANY (I)
“SHORT SALE” (AS SUCH TERM IS DEFINED IN RULE 200 OF REGULATION SHO
OF THE EXCHANGE ACT) OF THE SECURITIES REPRESENTED BY THIS
CERTIFICATE OR (II) HEDGING TRANSACTION, WHICH ESTABLISHES A
NET SHORT POSITION WITH RESPECT TO ANY SECURITIES OF THE COMPANY
(INCLUDING THE COMMON STOCK OF THE COMPANY), WITH RESPECT TO EACH
OF CLAUSES (I) AND (II) HEREOF, EITHER FOR THE HOLDER’S OWN
PRINCIPAL ACCOUNT OR FOR THE PRINCIPAL ACCOUNT OF ANY OTHER
PERSON.
Q:
When will I be able to transfer, sell, pledge, or
otherwise dispose and transfer the Dividend Stock?
A:
The foregoing transfer restrictions on the Dividend Stock will
be removed on May 12, 2023, without any action required by you.
Q:
| If I loaned my shares of
Sorrento common stock to short sellers or any other party as of the
Record Date, am I still entitled to receive Dividend Stock as of
the Payment Date? |
A:
Only Record Holders as of the Record Date are entitled to
receive the Dividend Stock. If you were the Record Holder as of the
Record Date and are entitled to receive the Dividend Stock, but
have not received the Dividend Stock, you may be entitled to
receive Dividend Stock from the short seller or other party who
borrowed your shares of Sorrento common stock, whether through the
lending programs implemented by your brokerage firm, bank, dealer
and other similar organization or otherwise. If you were a Record
Holder as of the Record Date and have not received your Dividend
Stock, please consult with your financial advisor, broker or other
agent immediately to determine how to receive your Dividend
Stock.
Q:
What if my shares of Sorrento common stock were sold
“short” as of the Record Date?
A:
According to Sorrento’s estimates, approximately 60 million or
more shares of Sorrento common stock were sold “short” as of the
Record Date. In the event your shares of Sorrento
common stock were held through a brokerage firm, bank, dealer or
other similar organization and were sold “short” as of the Record
Date, you should consult with your financial advisor, broker or
other agent immediately to determine whether you may also be deemed
“short” Scilex common stock as a result of the Dividend, as well as
any obligations required for you to cover your “short”
position(s).
Note that “naked short” sales or “naked short” positions
in any Sorrento common stock may
constitute a violation of SEC Regulation SHO.
Q:
What if my shares of Scilex common stock issued as the
Dividend Stock were sold “short” because my Sorrento common stock
was sold “short” as of the Payment Date?
A:
According to Sorrento’s estimates, approximately 8.4 million or
more shares of Scilex common stock were deemed to have been sold
“short” as of the Payment Date as a result of the “short” positions
of the underlying Sorrento common stock referenced above.
In the event your shares of Scilex common stock issued as the
Dividend Stock are held through a brokerage firm, bank, dealer or
other similar organization and were deemed to have been sold
“short” as of the Payment Date as a result of a “short” position in
Sorrento’s underlying common stock referenced above, you should
consult with your financial advisor, broker or other agent
immediately to determine any obligations required to cover your
“short” position(s) of Scilex common shares.
Note that “naked short” sales or “naked short” positions
in any Scilex common stock may
constitute a violation of SEC Regulation SHO.
Q:
If I am deemed “short” the Scilex Divided Stock, what is
the borrowing cost for my “short” position in shares of Scilex
common stock?
A:
According to recent reports from various brokerage firms lending
shares of Scilex common stock for “short” sales, the current
borrowing interest rate is estimated to be over 400% per year. If
your Scilex common stock is held through a brokerage firm, bank,
dealer or other similar organization and you have a “short”
position, please consult with your financial advisor, broker or
other agent immediately to determine your borrowing interest rate
for your “short” position(s) of Scilex common stock.
Note that “naked short” sales or “naked short” positions
in any Scilex common stock may
constitute a violation of SEC Regulation SHO.
Q:
What is the estimated “short” position of the Scilex
common stock as of the Payment Date?
A:
According to Sorrento’s estimates, approximately 8.4 million or
more shares of Scilex common stock were deemed to have been sold
“short” as of the Payment Date.
If your Scilex common stock is held through a brokerage firm,
bank, dealer or other similar organization and your shares of
Scilex common stock were sold “short” as of the Payment Date, you
should consult with your financial advisor, broker or other agent
immediately to determine any obligations required to cover your
“short” position(s) of Scilex common shares.
Note that “naked short” sales or “naked short” positions
in any Scilex common stock may
constitute a violation of SEC Regulation SHO.
Q:
What is the public float (i.e., unrestricted and freely
tradeable shares) of the Scilex common stock as of the Payment
Date?
A:
Approximately 2.5 million shares of Scilex common stock were
unrestricted and freely tradable as of the Payment
Date. This public float may be increased if some or all
of the unrestricted and freely tradable “public” warrants to
purchase shares of Scilex common stock are exercised. The exercise
price of the Scilex “public” warrants is $11.50 per share (subject
to adjustment for recapitalizations, stock splits and similar
transactions and as provided in the warrants).
Q:
How many Scilex warrants are currently
outstanding?
A:
There are approximately 11 million unrestricted and freely
tradable warrants to purchase shares of Scilex common stock
outstanding and such warrants have an exercise price of $11.50 per
share (subject to adjustment for recapitalizations, stock splits
and similar transactions and as provided in the warrants). Sorrento
owns approximately 4.5 million Scilex warrants (of which
approximately 3.1 million are private warrants) and Vickers Venture
Fund VI Pte Ltd and its affiliates own one million Scilex private
warrants.
Q:
Will Scilex management take any actions with respect to
the substantial “naked short” positions of Scilex common stock that
represents approximately three times the public float of Scilex
common stock?
A:
Yes. The management teams of both Scilex and Sorrento are in
consultation with their outside legal counsel to explore all legal
avenues to resolve the imbalance of the substantial “naked short”
positions of Scilex common stock estimated to be approximately 8.4
million or more shares of Scilex common stock as compared to the
limited public float of approximately 2.5 million shares of Scilex
common stock.
Scilex and Sorrento will send a written notification to the
Financial Industry Regulatory Authority (FINRA), which oversees
U.S. broker-dealers, to advise FINRA of the substantial “naked
short” positions of Scilex common stock. Sorrento and Scilex will
offer to work closely with FINRA and other regulatory agencies to
enforce compliance with applicable laws, rules and regulations
governing market participants, which strictly prohibit intentional
or abusive “naked shorting” of publicly traded securities.
Annex A
Information Statement
January 10, 2023
Dear Sorrento Therapeutics, Inc. Stockholder:
As Sorrento Therapeutics, Inc. (“Sorrento”)
previously announced, on December 29, 2022 our board of directors
declared a stock dividend (the “Dividend”) consisting of an
aggregate of 76,000,000 shares (the “Dividend Stock”) of common
stock, par value $0.0001 per share, of Scilex Holding Company
(“Scilex Common Stock”) held by Sorrento to record holders of (i)
Sorrento’s common stock, par value $0.0001 per share (such stock,
the “Sorrento Common Stock” and such record holders, the “Record
Common Holders”) as of the close of business on January 9, 2023
(the “Record Date”), and (ii) certain warrants to purchase Sorrento
Common Stock that, among other things, have not been exercised
prior to the ex-dividend date under the rules of The Nasdaq Stock
Market LLC (and which have or may have the right to participate in
the Dividend pursuant to the terms of their respective warrants)
(the “Record Warrant Holders” and together with the Record Common
Holders, the “Record Holders”), which Dividend shall be paid on
January 19, 2023 (the “Payment Date”) and shall be apportioned on a
pro rata basis among the Record Holders in accordance with each
Record Holder’s ownership percentage of Sorrento Common Stock
(assuming the full exercise of all outstanding warrants to purchase
Sorrento Common Stock) as of the Record Date as set forth in the
records of Sorrento’s transfer agent (with respect to the Record
Common Holders) and Sorrento (with respect to the Record Warrant
Holders) as of such date.
Scilex Holding Company (“Scilex”) is Sorrento’s
majority-controlled, public-reporting subsidiary and the Scilex
Common Stock is currently listed and traded on the Nasdaq Capital
Market under the ticker symbol “SCLX”. As a public-reporting
company, Scilex files periodic reports and other information with
the SEC, which reports and other information can be found on the
Securities and Exchange Commission’s Internet site
at http://www.sec.gov.
Each Record Common Holder will receive (and each
applicable Record Warrantholder will be entitled to receive
following the exercise of such holder’s applicable warrants)
0.1410127 of a share of Scilex Common Stock for each one (1) share
of Sorrento Common Stock held (or underlying the applicable
warrants) by such Record Holder as of the close of business on the
Record Date. The Dividend Stock will be subject to certain transfer
restrictions through May 11, 2023, as more fully described in the
attached information statement and notice. Payment of the Dividend
is conditioned upon Sorrento’s board of directors not revoking the
dividend prior to the Payment Date.
The Dividend Stock will be paid out in
uncertificated (i.e., book-entry) form, which means that no
physical share certificates will be delivered to you. No fractional
shares of Scilex Common Stock will be issued in the Dividend. To
the extent a Record Holder of Sorrento would otherwise be entitled
to receive fractional shares of Scilex Common Stock in the
Dividend, such holders shall receive cash (without interest or
deduction) in lieu of such fractional shares in an amount equal to
the product obtained by multiplying (a) the closing price of Scilex
Common Stock on the Nasdaq Capital Market on the Record Date, by
(b) the fraction of one share of Scilex Common Stock that such
equityholder would have otherwise been entitled to receive as a
Dividend in respect of shares of Sorrento Common Stock held by such
Record Holder (after aggregating all such fractional shares
otherwise issuable to such equityholder in connection with the
Dividend).
You should consult your own tax advisor as to
the particular tax consequences of the Dividend, including
potential tax consequences under state, local, and non-U.S. tax
laws.
The Dividend does not require Sorrento
stockholder approval, and you do not need to take any action to
receive your Dividend Stock. Upon the payment of the Dividend, you
will own common stock in both Sorrento (if you retained this stock
following the Record Date) and Scilex. Sorrento Common Stock is
expected to continue to trade on the Nasdaq Capital Market under
the ticker symbol “SRNE” and Scilex Common Stock is expected to
continue to trade on the Nasdaq Capital Market under the ticker
symbol “SCLX”.
Scilex is an innovative revenue-generating
company focused on acquiring, developing and commercializing
non-opioid pain management products for the treatment of acute and
chronic pain. Scilex believes that its innovative non-opioid
product portfolio has the potential to provide effective pain
management therapies that can have a transformative impact on
patients’ lives. Scilex targets indications with high unmet needs
and large market opportunities with non-opioid therapies for the
treatment of patients with acute and chronic pain and are dedicated
to advancing and improving patient outcomes.
We want to thank you for your support of
Sorrento (including our subsidiary, Scilex) and it is my great
privilege to welcome you as a future stockholder of Scilex, and we
look forward to your continued support in the future.
The enclosed information statement and notice,
which we are mailing to all Sorrento stockholders as of the close
of business on the Record Date, describes the Dividend and refers
you to important business and financial information about SCLX,
including Scilex’s strategy and plans for near and long-term growth
to generate value for its stockholders. We urge you to read this
information statement and notice carefully.
Sincerely,
Henry Ji, Ph.D.
Chairman of the Board of Directors, Chief
Executive Officer, and President of Sorrento Therapeutics, Inc. and
the Executive Chairperson of Scilex Holding Company
INFORMATION
STATEMENTAND NOTICE PURSUANT TO
SECTION 151(F) AND SECTION 202 OF THE DELAWARE
GENERAL CORPORATION LAW
SCILEX HOLDING
COMPANYCommon Stock, par value $0.0001 per
share
Unless the context otherwise requires,
references in this information statement to “we,” “us,” “our,”
“Scilex,” and “the Company” generally refer to Scilex Holding
Company, together with its subsidiaries.
This information statement and notice pursuant
to Section 151(f) and Section 202 of the General Corporation Law of
the State of Delaware (“DGCL”), including the Summary of the
Dividend attached hereto, is being furnished to you as a holder of
common stock of Sorrento Therapeutics, Inc. (“Sorrento”). As
Sorrento previously announced, on December 29, 2022 Sorrento’s
board of directors (the “Sorrento Board”) declared a stock dividend
(the “Dividend”) consisting of an aggregate of 76,000,000 shares
(the “Dividend Stock”) of common stock, par value $0.0001 per
share, of Scilex Holding Company (“Scilex Common Stock”) held by
Sorrento to record holders of (i) Sorrento’s common stock, par
value $0.0001 per share (such stock, the “Sorrento Common Stock”
and such record holders, the “Record Common Holders”) as of the
close of business on January 9, 2023 (the “Record Date”), and (ii)
certain warrants to purchase Sorrento Common Stock that, among
other things, have not been exercised prior to the ex-dividend date
under the rules of The Nasdaq Stock Market LLC (and which have or
may have the right to participate in the Dividend pursuant to the
terms of their respective warrants) (the “Record Warrant Holders”
and together with the Record Common Holders, the “Record Holders”),
which Dividend (unless otherwise determined by the Board) shall be
paid on January 19, 2023 (the “Payment Date”) and shall be
apportioned on a pro rata basis among the Record Holders in
accordance with each Record Holder’s ownership percentage of
Sorrento Common Stock (assuming the full exercise of all
outstanding warrants to purchase Sorrento Common Stock) as of the
Record Date as set forth in the records of Sorrento’s transfer
agent (with respect to the Record Common Holders) and Sorrento
(with respect to the Record Warrant Holders) as of such date.
We are a majority-controlled, public-reporting
subsidiary of Sorrento (which currently holds 96.7% of our
currently outstanding voting stock). The Scilex Common Stock is
currently listed and traded on the Nasdaq Capital Market under the
ticker symbol “SCLX”. As a public-reporting company, Scilex files
periodic reports and other information with the Securities and
Exchange Commission (“SEC”), which reports and other information
can be found on the Securities and Exchange Commission’s Internet
site at http://www.sec.gov.
Scilex is an innovative revenue-generating
company focused on acquiring, developing and commercializing
non-opioid pain management products for the treatment of acute and
chronic pain. Scilex believes that its innovative non-opioid
product portfolio has the potential to provide effective pain
management therapies that can have a transformative impact on
patients’ lives. Scilex targets indications with high unmet needs
and large market opportunities with non-opioid therapies for the
treatment of patients with acute and chronic pain and are dedicated
to advancing and improving patient outcomes. Scilex launched its
first commercial product in October 2018 and is developing its
late-stage pipeline, which includes a pivotal Phase 3 candidate, a
Phase 2 candidate and a Phase 1 candidate that is expected to enter
into Phase 2 studies in the first half of 2023. Scilex’s commercial
product, ZTlido (lidocaine topical system) 1.8% (“ZTlido”) is a
prescription lidocaine topical product approved by the U.S. Food
and Drug Administration, for the relief of neuropathic pain
associated with postherpetic neuralgia which is a form of
post-shingles nerve pain. ZTlido possesses novel delivery and
adhesion technology designed to address many of the limitations of
current prescription lidocaine patches by providing significantly
improved adhesion and continuous pain relief throughout the 12-hour
administration period.
On the payment date for the Dividend, each
Record Common Holder will receive (and each applicable Record
Warrantholder will be entitled to receive following the exercise of
such holder’s applicable warrants) 0.1410127 of a share of Scilex
Common Stock for each one (1) share of Sorrento Common Stock held
(or underlying the applicable warrants) by such Record Holder as of
the close of business on the Record Date. In lieu of receiving
fractional shares of Dividend Stock otherwise apportioned to the
Record Common Holder, each Record Common Holder will receive cash
representing the fair market value of such fractional shares. The
Dividend Stock will be subject to certain transfer restrictions
through May 11, 2023, as more fully described below. Payment of the
Dividend is conditioned upon the Sorrento Board not revoking the
dividend prior to the Payment Date.
Immediately after Sorrento completes the
Dividend, Sorrento will hold approximately 52.1% of our currently
outstanding voting stock.
You are urged to consult your tax
advisor as to the particular U.S. federal, state, local, and
non-U.S. tax consequences to you of receiving the
Dividend.
If you are a corporate U.S. Holder (as defined
below), you may be eligible for a dividends-received deduction
(subject to certain requirements and limitations) with respect to
your receipt of the Dividend, but the Dividend may be subject to
certain “extraordinary dividend” provisions of the U.S. Internal
Revenue Code of 1986, as amended (the “Code”). Such provisions may
result in a reduction in the adjusted basis of your Sorrento Common
Stock and, potentially, recognition of gain.
If you are a non-corporate U.S. Holder (as
defined below), the Dividend (including cash paid in lieu of
fractional shares) to be made to you may be subject to backup
withholding at a rate of 24% of the fair market value of such
Dividend, unless you provide a correct taxpayer identification
number by delivering a properly executed IRS Form W-9 (or successor
form).
If you are not a U.S. Holder (as defined below),
the Dividend (including cash paid in lieu of fractional shares) to
be made to you may be subject to withholding at a rate of 30% of
the fair market value of such Dividend, unless you establish an
entitlement to a reduced rate of withholding by providing a
properly executed IRS Form W-8 BEN, W-8BEN-E, or other applicable
IRS Form W-8 (or successor form).
As used above, a “U.S. Holder” is a beneficial
owner of Sorrento Common Stock that for U.S. federal income tax
purposes is (a) an individual who is a citizen or resident of
the United States; (b) a corporation created or organized
under the laws of the United States, any state thereof or the
District of Columbia; (c) an estate, the income of which is
subject to United States federal income taxation regardless of its
source; or (d) a trust, if a court within the United States is
able to exercise primary supervision over the administration of the
trust and one or more United States persons has the authority to
control all substantial decisions of the trust, or, if the trust
was in existence on August 20, 1996, and it has elected to continue
to be treated as a United States person.
The Dividend (including cash paid in lieu of
fractional shares of Dividend Stock) may be includable in ordinary
taxable income to you in the year that includes the Payment Date to
the extent of a portion of Sorrento’s current and accumulated
earnings and profits. To the extent that the fair market value of
the Dividend exceeds Sorrento’s current and accumulated earnings
and profits, the Dividend will first be treated as a non-taxable
return of basis, and any amounts in excess of such adjusted basis
will constitute capital gain.
No vote or other action is required by you to
receive the Dividend Stock. You will not be required to pay
anything to Sorrento or Scilex for the new shares or to surrender
any of your shares of Sorrento Common Stock. We are not asking you
for a proxy, and you should not send us a proxy or your share
certificates.
In reviewing this information statement,
you should carefully review the reports and other information that
we file with the SEC and we specifically refer you to our (i)
registration statement on Form S-4 (File No. 333-264941), including
the appendices and exhibits thereto, under the Securities Act,
initially filed with the Securities and Exchange Commission (“SEC”)
on May 13, 2022 (as subsequently amended), which was declared
effective by the SEC on October 28, 2022 (the
“Registration Statement”), (ii)
final prospectus with respect to the Registration Statement, filed
with the SEC on October 28, 2022 (the
“Prospectus”), and (iii) Current
Report on Form 8-K, filed with the SEC on November 17, 2022 (the
“Super 8-K” and together with the
Registration Statement and the Prospectus, the
“Disclosure
Materials”).
You should also carefully review the
risks and uncertainties described under the heading “Risk Factors”
in the Registration Statement and Prospectus.
Neither the Securities and Exchange Commission,
nor any state securities commission has approved or disapproved
these securities or determined if this information statement is
truthful or complete. Any representation to the contrary is a
criminal offense.
This information statement does not constitute
an offer to sell or the solicitation of an offer to buy any
securities.
The date of this information statement and
notice pursuant to Section 151(f) and Section 202 of the DGCL is
January 10, 2022.
|
SUMMARY OF THE DIVIDEND |
|
Distributing Company: |
Sorrento Therapeutics, Inc. |
|
Distributed Company: |
Scilex Holding Company, a majority-controlled, public reporting
subsidiary of Sorrento |
|
Dividend Stock: |
Sorrento will distribute an aggregate of 76,000,000 shares of
Scilex Common Stock in the Dividend.
|
|
Dividend Ratio: |
Each Record Common Holder will receive (and each applicable Record
Warrantholder will be entitled to receive following the exercise of
such holder’s applicable warrants) 0.1410127 of a share of Scilex
Common Stock for each one (1) share of Sorrento Common Stock held
(or underlying the applicable warrants) by such Record Holder as of
the close of business on the Record
Date. |
|
Treatment of Fractional Shares: |
No fractional shares shall be issued in connection with the
Dividend and the Record Holders who otherwise would be entitled to
receive fractional shares of the Scilex Common Stock shall receive
cash (without interest or deduction) in lieu of such fractional
shares in an amount equal to the product obtained by multiplying
(a) the closing price of Scilex Common Stock on the Nasdaq Capital
Market on the Record Date, by (b) the fraction of one share of
Scilex Common Stock that such Record Holder would have otherwise
been entitled to receive as a Dividend in respect of shares of
Sorrento Common Stock held by such Record Holder (after aggregating
all such fractional shares otherwise issuable to such Record Holder
in connection with the Dividend). |
|
Record Date: |
January 9, 2023 |
|
Payment Date: |
January 19, 2023 |
|
Dividend: |
On the Payment Date, Sorrento, with the assistance of Continental
Stock Transfer & Trust Company, Scilex’s transfer agent
(“Continental”), will electronically distribute shares of Scilex
Common Stock to you via a registered position held at Continental
until the expiration of the lock-up period described below. You
will not be required to make any payment to Sorrento or Scilex or
surrender or exchange your shares of Sorrento Common Stock to
receive your shares of Scilex Common Stock on the Payment
Date. |
|
Market for Scilex Common Stock: |
Our common stock is listed on the Nasdaq Capital Market under the
symbol “SCLX”. |
|
Transfer Agent for Scilex: |
Continental Stock Transfer & Trust Company |
|
Notice of Transfer Restrictions: |
Notice is hereby given pursuant to Sections 151(f) and 202 of the
Delaware General Corporation Law (“DGCL”), that the shares of
Scilex Common Stock you will receive as a Dividend will be issued
to you in uncertificated (i.e., book-entry) form. The
Dividend Stock you will receive on the Payment Date will be subject
to restrictions on transfer until May 11, 2023 and your shares of
Dividend Stock will reflect the following restrictive
legend:THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY
NOT BE TRANSFERRED, PLEDGED, HYPOTHECATED, LOANED, ENCUMBERED OR
OTHERWISE DISPOSED OF WITHOUT THE CONSENT OF SCILEX HOLDING COMPANY
(THE “COMPANY”) PRIOR TO MAY 11, 2023. A TRANSFER OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE SHALL BE DEEMED TO INCLUDE, WITHOUT
LIMITATION, THE (A) SALE OR ASSIGNMENT OF, OFFER TO SELL,
CONTRACT OR AGREEMENT TO SELL, GRANT OF ANY OPTION TO PURCHASE OR
OTHERWISE DISPOSE OF OR AGREEMENT TO DISPOSE OF, DIRECTLY OR
INDIRECTLY, OR ESTABLISHMENT OR INCREASE OF A PUT EQUIVALENT
POSITION OR LIQUIDATION WITH RESPECT TO OR DECREASE OF A CALL
EQUIVALENT POSITION WITHIN THE MEANING OF SECTION 16 OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED (THE “EXCHANGE ACT”),
WITH RESPECT TO, ANY SECURITY OF THE COMPANY, (B) ENTRY INTO
ANY SWAP OR OTHER ARRANGEMENT THAT TRANSFERS TO ANOTHER, IN WHOLE
OR IN PART, ANY OF THE ECONOMIC CONSEQUENCES OF OWNERSHIP OF ANY
SECURITY OF THE COMPANY, WHETHER ANY SUCH TRANSACTION IS TO BE
SETTLED BY DELIVERY OF SUCH SECURITIES, IN CASH OR OTHERWISE, AND
(C) ENGAGEMENT, WHETHER DIRECTLY OR INDIRECTLY, IN ANY (I) “SHORT
SALE” (AS SUCH TERM IS DEFINED IN RULE 200 OF REGULATION SHO OF THE
EXCHANGE ACT) OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE OR
(II) HEDGING TRANSACTION, WHICH ESTABLISHES A NET SHORT
POSITION WITH RESPECT TO ANY SECURITIES OF THE COMPANY (INCLUDING
THE COMMON STOCK OF THE COMPANY), WITH RESPECT TO EACH OF CLAUSES
(I) AND (II) HEREOF, EITHER FOR THE HOLDER’S OWN PRINCIPAL
ACCOUNT OR FOR THE PRINCIPAL ACCOUNT OF ANY OTHER PERSON.In
addition, please be advised that the Company will furnish without
charge to each stockholder of the Company who so requests the
powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock, or series
thereof, of the Company and the qualifications, limitations or
restrictions of such preferences and/or rights, which are fixed by
the Restated Certificate of Incorporation of the Company, as
amended from time to time. Any such request should be directed to
the Secretary of the Company. |
|
U.S. Federal Income Tax Consequences: |
The Dividend (including cash paid in lieu of fractional shares of
Dividend Stock) may be includable in ordinary taxable income to you
in the year that includes the Payment Date to the extent of a
portion of Sorrento’s current and accumulated earnings and profits.
To the extent that the fair market value of the Dividend exceeds
Sorrento’s current and accumulated earnings and profits, the
Dividend will first be treated as a non-taxable return of basis,
and any amounts in excess of such adjusted basis will constitute
capital gain.If you are a corporate U.S. Holder, you may be
eligible for a dividends-received deduction (subject to certain
requirements and limitations) with respect to your receipt of the
Dividend, but the Dividend may be subject to certain “extraordinary
dividend” provisions of the Code. Such provisions may result in a
reduction of the adjusted basis of your Sorrento Common Stock and,
potentially, recognition of gain.If you are not a U.S. Holder, the
Dividend to be made to you may be subject to withholding at a rate
of 30% of the fair market value of such Dividend, unless you
establish an entitlement to a reduced rate of withholding by
providing a properly executed IRS Form W-8 BEN, W-8BEN-E, or other
applicable IRS Form W-8 (or successor form).This discussion does
not address all aspects of U.S. federal income taxes. Furthermore,
the discussion above is based upon the provisions of the Code, and
Treasury regulations, rulings, and judicial decisions thereunder as
of the date hereof, and such authorities may be repealed, revoked,
or modified, possibly retroactively, and are subject to differing
interpretations which could result in U.S. federal income tax
consequences different from those discussed above. You are urged to
consult your tax advisor as to the particular U.S. federal, state,
local, and non-U.S. tax consequences to you of receiving the
Dividend. |
|
Corporate Information: |
We were incorporated under the name “Vickers Vantage Corp. I” on
February 21, 2020 as a Cayman Islands exempted company 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. On November 9, 2022, we
changed our jurisdiction of incorporation by deregistering as a
Cayman Islands exempted company and continuing and domesticating as
a corporation incorporated under the laws of the State of Delaware.
On November 9, 2022, we changed our name to “Scilex Holding
Company”. Our principal executive offices are located at 960 San
Antonio Road, Palo Alto, California 94303, and our telephone number
is (650) 516-4310. Our website address
is www.scilexholding.com. Any information contained on, or
that can be accessed through, our website is not incorporated by
reference into, nor is it in any way part of this information
statement and notice and should not be relied upon in connection
with making any decision with respect to an investment in our
securities. We are required to file annual, quarterly and current
reports, proxy statements and other information with the SEC. You
may obtain any of the documents filed by us with the SEC at no cost
from the SEC’s website at http://www.sec.gov. |
|
Risk Factors: |
Owning shares of Scilex Common Stock involves a high degree of
risk. You should carefully read the risk factors, as well as the
other information set forth in the Disclosure Materials (as defined
below), including matters addressed in the section titled
“Cautionary Note Regarding Forward-Looking Statements” (set forth
in the Disclosure Materials). |
|
WHERE YOU CAN FIND MORE INFORMATION |
|
In connection with the completion of our previously announced
business combination with Vickers Vantage Corp. I on November 10,
2022 (the “Business Combination”), we have filed (i) a registration
statement on Form S-4 (File No. 333-264941), including
exhibits, under the Securities Act, initially filed with the SEC on
May 13, 2022 (as subsequently amended) and which was declared
effective by the SEC on October 28, 2022 (the “Registration
Statement”), (ii) a final prospectus with respect to the
Registration Statement, filed with the SEC on October 28, 2022 (the
“Prospectus”), and (iii) a Current Report on Form 8-K, filed with
the SEC on November 17, 2022 (the “Super 8-K” and together with the
Registration Statement and the Prospectus, the “Disclosure
Materials”). The Disclosure Materials contain detailed information
regarding, among other things, our business, management, executive
and director compensation, financial condition (including pro forma
information related to the Business Combination, historical
financial statements and our management’s discussion and analysis
of our financial condition and results of operations), a
description of our securities and certain relationships and related
party transactions. If you would like to request a copy of
any of the Disclosure Materials, you may do so by contacting Angela
Lamb at our transfer agent (Pacific Stock Transfer Company) by
email at cs@pacificstocktransfer.com
or by phone at 702-361-3033
and such materials will be provided to you free of
charge.In addition, because we are a reporting company we
also file periodic reports and other information with the SEC. The
SEC maintains an Internet site that contains such reports and other
information regarding issuers that file electronically with the
SEC, including Scilex Holding Company. The SEC’s Internet site can
be found at http://www.sec.gov. You can read copies of such
documents, along with copies of reports, proxy statements and other
information filed by us with the SEC at the SEC’s website
at http://www.sec.gov.We also maintain a website at
www.scilexholding.com. Through our website, we make available, free
of charge, annual, quarterly and current reports, proxy statements
and other information as soon as reasonably practicable after they
are electronically filed with, or furnished to, the SEC. The
information contained on, or that may be accessed through, our
website is not part of, and is not incorporated into, this
information statement and notice and the inclusion of our website
address in this information statement and notice is an inactive
textual reference only. |
|
|
|
|
|
|
Annex B
Broker List
|
Broker Name |
Broker Address |
|
Broker Name |
Broker Address |
|
ABN AMRO CLEARING CHICAGO LLC |
175 WEST JACKSON BLVD.CHICAGOIL ILLINOIS60604 US |
|
Albert Fried & Company LLC |
45 BROADWAY, 24TH FLOOR24TH FLOORNEW YORKNY NEW YORK10006 US |
|
AMALGAMATED BANK |
275 7TH AVENUENEW YORKNY NEW YORK10003 US |
|
AMERICAN ENTERPRISE INVESTMENT SERVICES INC. |
682 AMERIPRISE FINANCIAL CENTERMINNEAPOLISMN MINNESOTA55474 US |
|
APEX CLEARING CORPORATION |
2 GATEWAY CENTER 283-299 MARKET ST16TH FLOORNEWARKNJ NEW
JERSEY07102-5005 US |
|
BANK OF AMERICA, NA/GWIM TRUST OPERATIONS |
901 MAIN STREET12TH FLOORDALLASTX TEXAS23113 US |
|
BANK OF NEW YORK MELLON |
111 SANDERS CREEK PARKWAY 2ND FLOOR2ND FLOOREAST SYRACUSENY NEW
YORK13057 US. |
|
BARCLAYS CAPITAL INC. |
DTC CUSTODY PARTICIPANT- NY WINDOW -570 WASHINGTON BLVD (ATTN: ROSA
HICKS-MILLER OR ROBERT MENDEZJERSEY CITYNJ NEW JERSEY07310 US |
|
BARCLAYS CAPITAL INC. |
DTC CUSTODY PARTICIPANT- NY WINDOW -570 WASHINGTON BLVD (ATTN: ROSA
HICKS-MILLER OR ROBERT MENDEZJERSEY CITYNJ NEW JERSEY07310 US |
|
BMO CAPITAL MARKETS CORP. |
3 2ND STREET12TH FLOORJERSEY CITYNJ NEW JERSEY07302 US |
|
BMO HARRIS BANK NA/TRUST |
11270 W PARK PLMILWAUKEEWI WISCONSIN53224 US |
|
BMO Nesbitt Burns Inc., Toronto |
250 YONGE STREET, 7TH FLOOR7TH FLOORTORONTOON ONTARIOM5B 2M8 CA
CANADA |
|
BNP PARIBAS, NEW YORK BRANCH/BNP PARIBAS PRIME BROKERAGE
CUSTODIAN |
100 WEST 33RD STREET3RD FLOORNEW YORKNY NEW YORK10001 |
|
BNP PARIBAS, NEW YORK BRANCH/BNP PARIBAS PRIME BROKERAGE
CUSTODIAN |
100 WEST 33RD STREET3RD FLOORNEW YORKNY NEW YORK10001 |
|
BNY MELLON |
PO BOX 392002500 ROSS STREETPITTSBURGHPA PENNSYLVANIA15262 US |
|
BNY MELLON/WEALTH MANAGEMENT |
1 FREEDOM VALLEY DRIVEOAKSPA PENNSYLVANIA19456 US |
|
BNYMELLON |
111 SANDERS CREEK PARKWAY 2ND FLOOR2ND FLOOREAST SYRACUSENY NEW
YORK13057 US |
|
BNYMELLON/RE BARCLAYS CAPITAL SECURITIES LTD. |
ONE WALL STREETNEW YORKNY NEW YORK10286 |
|
BNYMELLON/RE CACEIS BANK LUXEMBOURG |
500 Grant St.BNY Mellon CenterPITTSBURGHPA PENNSYLVANIA15258 |
|
BNYMELLON/RE CACEIS BANK, NETHERLANDS |
111 SANDERS CREEK PARKWAYEAST SYRACUSENY NEW YORK13057 |
|
BNYMELLON/RE CHARLES STANLEY AND COMPANY, LIMITED |
111 SANDERS CREEK PARKWAY 2ND FLOOR2ND FLOOREAST SYRACUSENY NEW
YORK13057 US |
|
BNYMELLON/RE ETF - ISHARES DTC/NSCC |
111 SANDERS CREEK PARKWAYEAST SYRACUSENY NEW YORK13057 |
|
BNYMELLON/RE WINTERFLOOD SECURITIES LTD |
500 Grant St.BNY Mellon CenterPITTSBURGHPA PENNSYLVANIA15258 |
|
BOFA |
4804 Deer Lake Drive EastFL9-803-04-04- 4th floorJACKSONVILLEFL
FLORIDA32246 US |
|
BOFA |
4804 Deer Lake Drive EastFL9-803-04-04- 4th floorJACKSONVILLEFL
FLORIDA32246 US |
|
BOFA SECURITIES INC |
4804 Deer Lake Drive EastFL9-803-04-04- 4th floorJACKSONVILLEFL
FLORIDA32246 US |
|
BROWN BROTHERS HARRIMAN & CO. |
140 BROADWAYATTN: CORPORATE ACTIONS VAULTNEW YORKNY NEW YORK10005
US |
|
BROWN BROTHERS HARRIMAN & CO./ETF |
140 BROADWAYNEW YORKNY NEW YORK10005 |
|
CALDWELL SECURITIES LTD./CDS** |
55 UNIVERSITY AVENUESUITE 340TORONTOON ONTARIOM5J 2H7 CANADA |
|
CANACCORD GENUITY CORP. |
609 GRANVILLE STVANCOUVERBC BRITISH COLUMBIAV7Y 1H2 CA CANADA |
|
CANTOR, FITZGERALD & CO. |
135 E 57TH ST 5TH FLNEW YORKNY NEW YORK10041 US |
|
CDS CLEARING AND DEPOSITORY SERVICES INC. |
100 ADELAIDE STREET WESTTORONTOON ONTARIOM5H 1S3 CA CANADA |
|
CETERA INVESTMENT SERVICES LLC |
400 FIRST STREET SOUTH, SUITE 300SUITE 300ST. CLOUDMN
MINNESOTA56302-0283 US |
|
CHARLES SCHWAB & CO., INC. |
211 MAIN STREETSAN FRANCISCOCA CALIFORNIA94105 US |
|
CI INVESTMENT SERVICES INC. |
199 BAY STREETSUITE 2600TORONTOON ONTARIOM5L 1E2 CA CANADA |
|
CIBC WORLD MARKETS INC./CDS** |
161 BAY STREET 10 FLTORONTOON ONTARIOM5J 2S8 CA CANADA |
|
CITIBANK, N.A./ETF |
3800 CITIGROUP CENTERB2/2TAMPAFL FLORIDA33610 |
|
CITIBANK, NATIONAL ASSOCIATION |
3800 CITIBANK CENTER TAMPABLDG.B FIRST FLOOR ZONE 8TAMPAFL
FLORIDA33610-9122 US |
|
CITIGROUP GLOBAL MARKETS, INC. |
580 CROSSPOINT PARKWAYGETZVILLENY NEW YORK14068 US |
|
CLEAR STREET LLC |
4 World Trade Center, 45th Floor150 Greenwich StreetNEW YORKNY NEW
YORK10007 |
|
CLEARSTREET IO |
55 BROADWAY (SUITE 2102)CORPORATE ACTIONSNEW YORKNEW YORK10006
US |
|
COMMERCE BANK |
922 WALNUT STREETMAIL STOP TBTS-2KANSAS CITYMO MISSOURI64106
US |
|
COR CLEARING LLC |
9300 UNDERWOOD AVESUITE 400OMAHANE NEBRASKA68114 US |
|
Credential Securities Inc. |
800-1111 WEST GEORGIA STREETVANCOUVERBC BRITISH COLUMBIAV6E 4T6 CA
CANADA |
|
CREST INTERNATIONAL NOMINEES LIMITED |
33 CANNON STREETLONDONEC4M 5SB GB UNITED KINGDO |
|
CURVATURE SECURITIES, LLC |
39 MAIN STREETCHATHAMNJ NEW JERSEY07928 US |
|
D.A. DAVIDSON & CO. |
8 3RD STREET NORTHGREAT FALLSMT MONTANA59401 US |
|
DEPOSITO CENTRAL DE VALORES S.A., DEPOSITO DE VALORES |
AVENIDA APOQUINDO # 4001FLOOR 12, C.P.7550162, SANTIAGOCL
CHILE |
|
DESJARDINS SECURITIES INC. |
1253 McGill College10TH FLOORMONTREALQUEBECH3B 2Y5 CA CANADA |
|
DEUTSCHE BANK AG NY/US CUSTODY |
1251 Avenue Of The AmericasNEW YORKNY NEW YORK10020 |
|
DEUTSCHE BANK SECURITIES INC. |
60 WALL STREET9TH FLOORNEW YORKNY NEW YORK10005 US |
|
DRIVEWEALTH, LLC |
15 EXCHANGE PLACE10TH FLOORJERSEY CITYNEW JERSEY07302 |
|
E*TRADE CLEARING LLC |
HARBORSIDE FINANCIAL CENTER501 PLAZA 11JERSEY CITYNJ NEW
JERSEY07311 US |
|
EDWARD D. JONES & CO., L.P. |
12555 MANCHESTER ROADST. LOUISMO MISSOURI63131-3729 US |
|
EDWARD D. JONES & CO., L.P. |
201 PROGRESS PARKWAYMARYLAND HEIGHTSMO MISSOURI63043 US |
|
FIDELITY CLEARING CANADA ULC/CDS** |
483 BAY ST.SOUTH TOWERTORONTOON ONTARIOM5G2N7 CA CANADA |
|
FIFTH THIRD BANK |
5001 KINGSLEY DRIVEMAIL DROP 1MOB28CINCINNATIOH OHIO45227 US |
|
FOLIO INVESTMENTS, INC. |
8180 GREENSBORO DRIVE8TH FLOORMCLEANVA VIRGINIA22102 US |
|
FUTU CLEARING INC. |
12750 Merit DriveSUITE 475DALLASTX TEXAS75251 |
|
GMP SECURITIES L.P. |
145 KING STREET WEST, SUITE 30011TH FLOORTORONTOON ONTARIOMJ5 1J8
CA CANADA |
|
GOLDMAN, SACHS & CO. LLC |
222 SOUTH MAIN STREETAttn: Mandatory Corporate ActionsSALT LAKE
CITYUT UTAH84101 US |
|
HAYWOOD SECURITIES INC./CDS** |
200 BURRARD STWATERFRONT CENTRE SUITE 700VANCOUVERBC BRITISH
COLUMBIAV6C 3L6 CANADA |
|
HILLTOP SECURITIES INC. |
1201 ELM ST.35TH FLOORDALLASTX TEXAS75270 US |
|
HRT FINANCIAL LLC |
150 GREENWICH STREET (ATTN: SETTLEMENT) FOUR WORLD TRADE CENTER57TH
FLOORNEW YORKNY NEW YORK10007 US |
|
HSBC BANK USA, NA/HSBC CUSTODY & CLEARING SERVICES FOR STOCK
LOAN |
452 FIFTH AVENUEATTN: HBUS CCS SETTSNEW YORKNY NEW YORK10018
US |
|
HSBC BANK USA, NATIONAL ASSOCIATION |
452 FIFTH AVENUEATTN: HBUS CCS SETTSNEW YORKNEW YORK10018 US |
|
INTERACTIVE BROKERS LLC |
2 PICKWICK PLAZA2ND FLOORGREENWICHCT CONNECTICUT06830 US |
|
J.P. MORGAN CHASE BANK NA/FBO BLACKROCK CTF |
1111 POLARIS PARKWAYCOLUMBUSOH OHIO43240 |
|
J.P. MORGAN CLEARING CORP. |
FOUR CHASE METROTECH CENTER3RD FLOORBROOKLYNNY NEW YORK11201
US |
|
JANNEY MONTGOMERY SCOTT LLC |
1717 ARCH STREET17TH FLOORPHILADELPHIAPA PENNSYLVANIA19103 US |
|
JEFFERIES LLC |
101 HUDSON STREET, 11th FloorNEW JERSEYNJ NEW JERSEY07302 US |
|
JPMORGAN CHASE BANK, NATIONAL ASSOCIATION |
FOUR CHASE METROTECH CENTER3RD FLOORBROOKLYNNY NEW YORK11201
US |
|
JPMORGAN CHASE BANK/EUROCLEAR BANK |
FOUR CHASE METROTECH CENTER3RD FLOORBROOKLYNNY NEW YORK11245
US |
|
JPMORGAN CHASE BANK/IA |
FOUR CHASE METROTECH CENTER3RD FLOORBROOKLYNNY NEW YORK11201
US |
|
KEYBANK NATIONAL ASSOCIATION |
4900 TIEDEMAN RDBROOKLYNOH OHIO44144 US |
|
LAURENTIAN BANK SECURITIES INC. |
1981 MCGILL COLLEGE AVE.SUITE 100MONTREALQUEBECH3A 3K3 CA
CANADA |
|
LPL FINANCIAL LLC |
4707 EXECUTIVE DRIVESAN DIEGOCA CALIFORNIA92121 US |
|
MANUFACTURERS AND TRADERS TRUST COMPANY |
ONE M&T PLAZATRUST OPS 8TH FLOORBUFFALONY NEW YORK14203 US |
|
MANULIFE SECURITIES INCORPORATED |
1235 NORTH SERVICE ROAD WESTOAKVILLEON ONTARIOL6M 2W2 CA
CANADA |
|
MARSCO INVESTMENT CORPORATION |
101 EISENHOWER PARKWAYROSELANDNJ NEW JERSEY07068 US |
|
MERRILL LYNCH, PIERCE, FENNER & SMITH INCORPORATED |
4804 Deer Lake Drive EastFL9-803-04-04- 4th floorJACKSONVILLEFL
FLORIDA32246 US |
|
MIRAE ASSET SECURITIES (USA) INC./STOCK LOAN CONDUIT ACCOUNT |
810 SEVENTH AVE37TH FLOORNEW YORKNY NEW YORK10019 |
|
MIRAE ASSET SECURITIES (USA), INC. |
810 SEVENTH AVE37TH FLOORNEW YORKNY NEW YORK10019 |
|
MITSUBISHI UFJ TRUST & BANKING CORPORATION, NEW YORK
BRANCH |
280 PARK AVE39TH FL-WEST BLDGNEW YORKNY NEW YORK10017 |
|
Morgan Stanley |
1300 THAMES STREETTHAMES STREET WHARFBALTIMOREMD MARYLAND21231
US |
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MORGAN STANLEY & CO. LLC |
1300 THAMES ST.BALTIMOREMD MARYLAND |
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MORGAN STANLEY SMITH BARNEY LLC |
1 NEW YORK PLAZA39TH FLOORNEW YORKNY NEW YORK10004 US |
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MURIEL SIEBERT & CO., INC. |
77 SUMMER STREET3RD FLOORBOSTONMA MASSACHUSETTS02210 US |
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NATIONAL FINANCIAL SERVICES LLC |
499 WASHINGTON BOULEVARD5TH FLOORJERSEY CITYNJ NEW JERSEY07310
US |
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NBCN INC. |
1010 rue De La GauchetièreMezzanine 100MONTREALQUEBECH3B 5J2 CA
CANADA |
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NOMURA INTERNATIONAL TRUST COMPANY |
309 WEST 49TH STREET10TH FLOORNEW YORKNY NEW YORK10019 US |
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ODLUM BROWN LIMITED |
250 HOWE STREETSUITE 1100VANCOUVERBC BRITISH COLUMBIAV6C 3R8 CA
CANADA |
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OPPENHEIMER & CO. INC. |
85 BROAD STREETNEW YORKNY NEW YORK10004 US |
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PERSHING LLC |
1 PERSHING PLAZAJERSEY CITYNJ NEW JERSEY07399 US |
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PHILLIP CAPITAL INC. |
141 W. JACKSON BLVD. SUITE 3050CHICAGOIL ILLINOIS60604 US |
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PI FINANCIAL CORP. |
666 BURRARD STSUITE 1900VANCOUVERBC BRITISH COLUMBIAV6C 3N1 CA
CANADA |
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PNC BANK, NATIONAL ASSOCIATION |
4100 W 150TH STREETASSET MOVEMENT TEAM 3RD FL, LOCATOR
B7-YB17-03-03CLEVELANDOH OHIO44135 US |
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PRINCIPAL BANK |
711 HIGH STREETDES MOINESIA IOWA50392 |
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QUESTRADE INC./CDS** |
5650 YONGE ST.,Suite 1700TORONTOON ONTARIOM2M 4G3 CA CANADA |
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Raymond James & Associates, Inc. |
880 CARILLON PKWYST. PETERSBURGFL FLORIDA33733-2749 US |
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RAYMOND JAMES LTD. |
925 WEST GEORGIA STREETSUITE 2200VANCOUVERBC BRITISH COLUMBIAV6C
3L2 CA CANADA |
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RBC CAPITAL MARKETS, LLC |
60 SOUTH 6TH ST.MINNEAPOLISMN MINNESOTA55402 US |
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RBC DOMINION SECURITIES INC |
21 COMMERCE COURT SOUTH2ND FLOORTORONTOON ONTARIOM5L 1A7
CANADA |
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RELIANCE TRUST COMPANY |
1100 ABERNATHY RD.500 NORTHPARK SUITE 400ATLANTAGA GEORGIA30113
US |
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RELIANCE TRUST COMPANY |
4900 W. BROWN DEER RDMILWAUKEEWI WISCONSIN53223 US |
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ROBERT W. BAIRD & CO. INCORPORATED |
777 E WISCONSIN AVE9TH FLOORMILWAUKEEWI WISCONSIN53202 US |
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ROBINHOOD SECURITIES, LLC |
500 COLONIAL CENTER PARKWAYSUITE 100LAKE MARYFL FLORIDA32746
US |
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SAFRA SECURITIES LLC |
546 5TH AVENUENEW YORKNY NEW YORK10036 US |
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SCOTIA CAPITAL (USA) INC. |
150 KING STREET W5TH FLOORTORONTOON ONTARIOM5H 1J9 CA CANADA |
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SEI PRIVATE TRUST COMPANY |
1 FREEDOM VALLEY DRIVEOAKSPA PENNSYLVANIA19456 US |
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SEI PRIVATE TRUST COMPANY |
1 FREEDOM VALLEY DRIVEOAKSPA PENNSYLVANIA19456 US |
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SG AMERICAS SECURITIES, LLC |
480 WASHINGTON BLVD.20TH FLOORJERSEY CITYNJ NEW JERSEY07310 US |
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SSB - BLACKROCK INSTITUTIONAL TRUST |
50 California StreetSan FranciscoCA CALIFORNIA94163 |
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SSB - TRUST CUSTODY |
30 ADELAIDE ST EASTSUITE 800TORONTOON ONTARIOM5C 3G6 CA CANADA |
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SSB&T CO/CLIENT CUSTODY SERVICES |
1776 HERITAGE DRIVENORTH QUINCYMA MASSACHUSETTS02171 |
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STATE STREET BANK & TRUST CO |
16 WALL STREET5TH FLOORNEW YORKNY NEW YORK10005 US |
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STATE STREET BANK & TRUST COMPANY / ISHARES EUROPE |
1776 HERITAGE DRIVENORTH QUINCYMA MASSACHUSETTS02171 |
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STATE STREET BANK & TRUST/STATE STREET TOTALETF |
1776 Heritage DriveNORTH QUINCYMA MASSACHUSETTS02717 |
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STATE STREET BANK AND TRUST COMPANY |
30 ADELAIDE ST EASTSUITE 800TORONTOON ONTARIOM5C 3G6 CA CANADA |
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STIFEL, NICOLAUS & COMPANY, INCORPORATED |
501 N BROADWAYST. LOUISMO MISSOURI63102 US |
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STONEX FINANCIAL INC. |
2 PERIMETER PARK SOUTHSUITE 100 WBIRMINGHAMAL ALABAMA35243 US |
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TD AMERITRADE CLEARING, INC. |
200 S 108TH AVEOMAHANE NEBRASKA68154 US |
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TD WATERHOUSE CANADA INCATTN: MANDATORY CORPORATE ACTIONS |
77 BLOOR STREET WEST3RD FLOORTORONTOON ONTARIOM5S 1M2 CA
CANADA |
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TEXAS TREASURY SAFEKEEPING TRUST COMPANY |
208 E 10TH STAUSTINTX TEXAS78701 US |
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THE BANK OF NEW YORK MELLON |
500 GRANT STREET27TH FLOORPITTSBURGHPA PENNSYLVANIA15258 US |
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THE HUNTINGTON NATIONAL BANK |
7 EASTON OVAL EA4E62COLUMBUSOH OHIO43209 US |
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THE NORTHERN TRUST COMPANY |
333 South Wabash Ave, 32nd FloorAttn: Trade Securities
ProcessingCHICAGOIL ILLINOIS60603 US |
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TRADESTATION SECURITIES, INC. |
120 RIVERSIDE PLAZASUITE 1650CHICAGOIL ILLINOIS60606 US |
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U.S. BANCORP INVESTMENTS, INC. |
60 LIVINGSTON AVEEP-MN-WN1BST. PAULMN MINNESOTA55107-1419 US |
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U.S. BANK N.A./ETF |
1555 N RIVER CENTER DRIVEMILWAUKEEWI WISCONSIN53212 |
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U.S. BANK NATIONAL ASSOCIATION |
1555 NORTH RIVERCENTER DRIVE, SUITE 302SUITE 302MILWAUKEEWI
WISCONSIN53212 US |
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UBS AG |
480 WASHINGTON BLVD.12TH FLOORJERSEY CITYNJ NEW JERSEY07310 US |
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UBS FINANCIAL SERVICES INC. |
1000 HARBOR BOULEVARDWEEHAWKENNJ NEW JERSEY07086 US |
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UBS SECURITIES LLC |
677 WASHINGTON BLVDSTAMFORDCT CONNECTICUT06901 US |
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UMB BANK, NATIONAL ASSOCIATION |
928 GRAND BLVDKANSAS CITYMO MISSOURI64106 US |
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VANGUARD MARKETING CORPORATION |
100 VANGUARD BLVDMALVERNPA PENNSYLVANIA19355 US |
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VELOCITY CLEARING, LLC |
1301 Route 36Suite 109 (Attn: Chris Felicetti)HAZLETNEW JERSEY7730
US |
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VELOX CLEARING LLC |
2400 E. KATELLA AVENUESUITE 725AANAHEIMCA CALIFORNIA92806 US |
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VIRTU AMERICAS LLC |
ONE LIBERTY PLAZA, 165 BROADWAY5TH FLOORNEW YORKNY NEW YORK10006
US |
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VISION FINANCIAL MARKETS LLC |
4 HIGH RIDGE PARKSUITE 100STAMFORDCT CONNECTICUT06905 US |
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WEDBUSH SECURITIES INC |
1000 WILSHIRE BLVD8TH FLOORLOS ANGELESCA CALIFORNIA90017 US |
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WEDBUSH SECURITIES INC. |
1000 WILSHIRE BLVD.LOS ANGELESCA CALIFORNIA90017 US |
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WELLS FARGO BANK, N.A./SIG |
733 MARQUETTE AVE 4TH FLOORMAC N9306-04DMINNEAPOLISMN
MINNESOTA55402 US |
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WELLS FARGO CLEARING SERVICES LLC |
1 NORTH JEFFERSONMAIL CODE: H0006-094ST. LOUISMO MISSOURI63103
US |
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WELLS FARGO SECURITIES, LLC |
1525 WEST W T HARRIS BLVDCHARLOTTENC NORTH CAROLINA28262 US |
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WILSON-DAVIS & CO., INC. |
236 SOUTH MAIN STREETSALT LAKE CITYUT UTAH84101 US |
About Scilex Holding Company
Scilex Holding Company, a majority-owned subsidiary of Sorrento
Therapeutics, Inc., is an innovative revenue-generating company
focused on acquiring, developing and commercializing non-opioid
pain management products for the treatment of acute and chronic
pain. Scilex is uncompromising in its focus to become the global
pain management leader committed to social, environmental,
economic, and ethical principles to responsibly develop
pharmaceutical products to maximize quality of life. Results from
the Phase III Pivotal Trial C.L.E.A.R Program for SEMDEXATM, its
novel, non-opioid product for the treatment of lumbosacral
radicular pain (sciatica), were announced in March 2022. Scilex
targets indications with high unmet needs and large market
opportunities with non-opioid therapies for the treatment of
patients with moderate to severe pain. Scilex launched its
first commercial product in October 2018, in-licensed a commercial
product in June 2022, and is developing its late-stage pipeline,
which includes a pivotal Phase 3 candidate and one Phase 2 and one
Phase 1 candidate. Its commercial product, ZTlido® (lidocaine
topical system) 1.8%, or ZTlido®, is a prescription lidocaine
topical product approved by the U.S. Food and Drug Administration
for the relief of pain associated with postherpetic neuralgia,
which is a form of post-shingles nerve pain. Scilex
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. Scilex is
planning to commercialize Gloperba® in 2023 and is well-positioned
to market and distribute the product. Scilex’s three product
candidates are SP-102 (injectable dexamethasone sodium phosphate
viscous gel product containing 10 mg dexamethasone), or SEMDEXA™, a
Phase 3, novel, viscous gel formulation of a widely used
corticosteroid for epidural injections to treat lumbosacral
radicular pain, or sciatica, with FDA Fast Track status; SP-103
(lidocaine topical system) 5.4%, a Phase 2, triple-strength
formulation of ZTlido®, for the treatment of low back pain, with
FDA Fast Track status; and SP-104, 4.5 mg Delayed Burst Release Low
Dose Naltrexone Hydrochloride (DBR-LDN) Capsule, for the treatment
of chronic pain, fibromyalgia in multiple Phase 1 programs expected
to be initiated this year. For further information regarding the
SP-102 Phase 3 efficacy trial, see NCT identifier NCT03372161
– Corticosteroid Lumbar Epidural Analgesia for Radiculopathy –
Full Text View – ClinicalTrials.gov.
Scilex Holding Company is headquartered in Palo Alto,
California, with operations in both Palo Alto and San Diego,
California. For further information please
visit www.scilexholding.com.
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 Abivertinib, 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, 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.
Contacts:
For Scilex Holding Company
Jaisim ShahChief Executive OfficerScilex Holding Company960 San
Antonio RoadPalo Alto, CA 94303Office: (650) 516-4310
Email: jshah@scilexpharma.com
Website: www.sorrentotherapeutics.com and www.scilexholding.com
Investors and Media Contact:Elizabeth
CzerepakEmail: mediarelations@sorrentotherapeutics.comWebsite:
www.sorrentotherapeutics.com
Sorrento® and the Sorrento logo are registered trademarks of
Sorrento Therapeutics, Inc.
G-MAB™, DAR-T™, Seprehvec™, SOFUSA™, COVI-MSC™, COVIMARK™,
Ovydso™ and FujoveeTM are trademarks of Sorrento Therapeutics,
Inc.
SEMDEXA™ (SP-102) is a trademark owned by Semnur
Pharmaceuticals, Inc., a wholly-owned subsidiary of Scilex Holding
Company. A proprietary name review by the FDA is planned.
ZTlido® is a registered trademark owned by Scilex
Pharmaceuticals Inc., a wholly-owned subsidiary of Scilex Holding
Company.
Gloperba® is an exclusive, transferable license to use the
trademark by Scilex Holding Company.
All other trademarks are the property of their respective
owners.
© 2023 Sorrento Therapeutics, Inc. All Rights Reserved.
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