Scilex Holding Company (NASDAQ:SCLX, "Scilex" or "Company"))))), an innovative revenue-generating company focused on acquiring, developing and commercializing non-opioid pain management products for the treatment of acute and chronic pain, announced the consummation of the previously announced purchase of securities from Sorrento Therapeutics, Inc. (OTC:SRNEQ, "Sorrento"))))).

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 (other than such shares held in abeyance by Sorrento on behalf of certain warrant holders of 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 (collectively, the "Securities Transfer") for aggregate consideration consisting of: (i) $110 million (comprised of cash payments of $10 million in the aggregate and assumption of approximately $100 million in indebtedness of Sorrento as detailed in the next paragraph); plus (ii) the assumption by the Company of certain legal fees and expenses in the amount of approximately $12.25 million; 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.

Concurrently and in connection with the consummation of the Securities Transfer, Scilex assumed approximately $100 million in indebtedness of Sorrento owed to Oramed Pharmaceuticals Inc. (NASDAQ:ORMP, "Oramed"))))) by entering into a Securities Purchase Agreement with Oramed, pursuant to which, among other things, Scilex (i) issued to Oramed (A) a senior secured promissory note in the principal amount of $101,875,000, which is equal to the unpaid principal and accrued and unpaid interest, fees and expenses under Sorrento's $100 million senior secured debtor in possession term loan facility with Oramed, secured by a senior lien on substantially all of the Company's and its subsidiaries' assets, subject to certain exclusions (the "Note"), with an interest rate of SOFR +8.5%, and (B) warrants to purchase up to 13.0 million shares of Common Stock, subject to the terms and conditions set forth therein (including vesting restrictions on 8.5 million of such warrants), each with an exercise price of $0.01 and each with restrictions on exerciseability, and (ii) caused to be transferred from its wholly-owned subsidiary to Oramed outstanding warrants previously held by Sorrento to purchase up to an aggregate of 4.0 million shares of Common Stock.

"This transaction demonstrates our commitment to deliver long-term value to our shareholders and advance innovative non-opioid therapies for acute and chronic pain patients. Our talented team is dedicated in furthering improvements in the care of patients to enhance quality of life," said Jaisim Shah, President and Chief Executive Officer of Scilex Holding Company.