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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
reported): August 28, 2023 (August 21, 2023)
SORRENTO THERAPEUTICS, INC.
(Exact Name of Registrant as Specified
in its Charter)
| Delaware |
|
001-36150 |
|
33-0344842 |
|
(State or other jurisdiction
of incorporation) |
|
(Commission
File Number) |
|
(IRS Employer
Identification No.) |
4955 Directors Place
San Diego, CA 92121
(Address of Principal Executive Offices)
(Zip Code)
Registrant’s telephone number,
including area code: (858) 203-4100
N/A
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
| ¨ |
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
|
Trading Symbol |
|
Name of each exchange on which registered |
| Common Stock, $0.0001 par value |
|
SRNEQ |
|
N/A |
Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ¨
If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨
INTRODUCTORY NOTE
As previously disclosed, on
February 13, 2023, Sorrento Therapeutics, Inc. (“Sorrento” or the “Company”) and its
wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (together with the Company, the “Debtors”),
commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”)
in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’
Chapter 11 proceedings are jointly administered under the caption In re Sorrento Therapeutics, Inc., et al., Case Number 23-90085
(DRJ) (the “Chapter 11 Cases”). The Debtors continue to operate their business in the ordinary course and
in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.
As previously disclosed, and
as stated in the final order (the “Bidding Procedures Order”) of the Bankruptcy Court on April 14, 2023, the
Debtors are conducting a dual-track (i) financing process for the potential raising of debt, equity or hybrid financing or consummation
of a restructuring transaction through a Chapter 11 plan of reorganization (a “Plan of Reorganization”) and
(ii) marketing process for the sale or disposition of all or any portion of the Debtors’ assets under section 363 of the Bankruptcy
Code, including (x) the Debtors’ equity interests in its non-debtor subsidiaries, including, but not limited to, Scilex Holding
Company (“Scilex”) and (y) the Debtors’ other assets.
Item 1.01. Entry into a Material Definitive Agreement.
Amendment to Stock Purchase Agreement
As previously disclosed, on
August 7, 2023, Sorrento entered into a Stock Purchase Agreement (as amended by that certain First Amendment to Stock Purchase Agreement
(the “First SPA Amendment”), dated August 9, 2023, the “Stalking Horse Stock Purchase Agreement”)),
with Oramed Pharmaceuticals Inc. (“Oramed”) relating to the purchase and sale of certain equity securities of
Scilex (the “Scilex Purchased Securities”). Pursuant to the Stalking Horse Stock Purchase Agreement, Oramed
agreed to buy, and Sorrento agreed to sell (subject to further Bankruptcy Court approval in the form of a sale order (the “Sale
Order”)) the Scilex Purchased Securities for a purchase price (subject to the submission of higher or otherwise better offers
in accordance with the approved procedures for the auction) of $105 million (the “Purchase Price”).
On August 21, 2023, Sorrento
and Oramed entered into that certain Second Amendment to Stock Purchase Agreement (the “Second SPA Amendment”),
pursuant to which the parties agreed: (i) to further extend the deadline for entry of the Sale Order from August 21, 2023 to August 25,
2023; (ii) to reduce the number of Scilex warrants included in the Scilex Purchased Securities as follows: (a) reducing the number of
public warrants exercisable for shares of Scilex common stock from warrants in respect of 1,386,617 shares of Scilex common stock to warrants
in respect of 693,309 shares of Scilex common stock and (b) reducing the number of private warrants exercisable for shares of Scilex common
stock from warrants in respect of 3,104,000 shares of Scilex common stock to warrants in respect of 1,552,000 shares of Scilex common
stock; (iii) to include an obligation on the part of Sorrento to serve notice of the proposed Sale Order containing the terms of the Junior
DIP Compromise (as defined below) on the shareholders of Scilex; and (iv) to include as a condition to closing that the Sale Order include
the following terms (collectively such terms are referred to as the “Junior DIP Compromise”) relating to the
junior debtor-in-possession loan between Scilex and the Debtors (the “Junior DIP Facility”): (A) that any recovery
to Scilex on account of the Junior DIP Facility shall be identical to the treatment of Sorrento’s general unsecured creditors under
any Chapter 11 plan or otherwise in the Chapter 11 Cases; provided that the Junior DIP Facility shall not be payable with equity
securities of any reorganized debtor without the prior written consent of Scilex; (B) findings of fact and conclusions of law that the
Junior DIP Compromise is entirely fair to Scilex and its shareholders under the laws of the State of Delaware; (C) exculpation of Oramed
and Scilex, its affiliates and any directors appointed to the board of directors of Scilex in connection with the consummation of the
transactions contemplated by the Stalking Horse Stock Purchase Agreement (as amended) and the Junior DIP Compromise to the fullest extent
permitted by law; (D) any order confirming a Chapter 11 plan for Sorrento shall include provisions consistent with the foregoing clauses
(B) and (C) in form and substance acceptable to Oramed and Sorrento; and (E) findings of fact and conclusions of law that notice of the
proposed Sale Order was sufficiently served on shareholders of Scilex under the circumstances.
The foregoing summaries of the Stalking Horse Stock
Purchase Agreement, the First SPA Amendment and the Second SPA Amendment are qualified in their entirety by reference to the full text
of the Stalking Horse Stock Purchase Agreement, the First SPA Amendment and the Second SPA Amendment. A copy of the Stalking Horse Stock
Purchase Agreement, the First SPA Amendment and the Second SPA Amendment are attached to this Current Report on Form 8-K as Exhibit 2.1,
Exhibit 2.2 and Exhibit 2.3, respectively, and incorporated by reference herein.
Additional information about
the Chapter 11 Cases is available online at https://cases.stretto.com/sorrento, a website administered by Stretto, a third-party
bankruptcy claims and noticing agent. The information on that website is not incorporated by reference into, and does not constitute part
of, this Current Report on Form 8-K.
Item 8.01. Other Events
On August 17, 2023, Sorrento
filed a Notice of (I) Successful Bidder and Successful Bid, (II) Reset of Sale Hearing, and (III) Sale Objection Deadline announcing Oramed
as the successful bidder in the auction for the Scilex Purchased Securities. The winning bid was Oramed’s initial bid, except as
modified on the record at the auction and subsequently memorialized by the Second SPA Amendment. The full terms of the transactions contemplated
by the Stalking Horse Stock Purchase Agreement (as amended) are set forth in the Stalking Horse Stock Purchase Agreement, as amended by
the First SPA Amendment and the Second SPA Amendment.
On August 25, 2023, the Bankruptcy Court held a hearing to consider approval of the transactions contemplated by the Stalking Horse Stock Purchase Agreement
(as amended). The Bankruptcy Court approved such transactions on the record at the hearing.
Cautionary Statement Concerning Forward-Looking
Statements
This Current Report on Form
8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook” and similar expressions that predict or indicate future
events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited to, statements
regarding the sale of the Scilex Purchased Securities and the consummation of the transactions contemplated by the Stalking Horse Stock
Purchase Agreement (as amended). The Company’s actual results or outcomes and the timing of certain events may differ significantly
from those discussed in any forward-looking statements. These statements are based on various assumptions and on the current expectations
of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
the Company. These forward-looking statements are subject to a number of risks and uncertainties, including risks associated with the
application of the proceeds from the transactions contemplated by the Stalking Horse Stock Purchase Agreement (as amended) (if any) and
the ability of the Company to use such proceeds efficiently in support of its business; the Company’s ability to obtain exit financing
and to pursue a Plan of Reorganization and exit the Chapter 11 Cases; the ability to close the transactions contemplated by the Stalking
Horse Stock Purchase Agreement (as amended), or any Alternative Transaction (as defined in the Stalking Horse Stock Purchase Agreement),
in a timely manner or at all; the failure to satisfy conditions to completion of the transactions contemplated by the Stalking Horse Stock
Purchase Agreement (as amended), including receipt of required regulatory and other approvals, or the failure to close such transactions
for any other reason; the occurrence of any event, change or other circumstances that could give rise to the termination of the Stalking
Horse Stock Purchase Agreement (as amended) by either Sorrento or Oramed; the entry by the court into any Sale Order relating to the transactions
contemplated by the Stalking Horse Stock Purchase Agreement (as amended) or any Alternative Transaction; and those factors discussed in
the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q filed
with the U.S. Securities and Exchange Commission (the “SEC”), in each case, under the heading “Risk Factors,”
and other documents of the Company filed, or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual
results could differ materially from the results implied by these forward-looking statements. There may be additional risks that the Company
presently does not know or that the Company currently believes are immaterial that could also cause actual results to differ from those
contained in the forward-looking statements. In addition, forward-looking statements reflect the Company’s expectations, plans or
forecasts of future events and views as of the date of this document. The Company anticipates that subsequent events and developments
will cause its assessments to change. However, while the Company may elect to update these forward-looking statements at some point in
the future, the Company specifically disclaims any obligation to do so. These forward-looking statements should not be relied upon as
representing the Company’s assessments as of any date subsequent to the date of this document. Accordingly, undue reliance should
not be placed upon the forward-looking statements.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
| 2.1* |
Stock Purchase Agreement, dated August 7, 2023 between Sorrento Therapeutics, Inc. and Oramed Pharmaceuticals Inc. (incorporated by reference from Exhibit 2.1 from our current report on Form 8-K filed August 10, 2023). |
| |
|
| 2.2 |
First Amendment to Stock Purchase Agreement, dated August 9, 2023, between Sorrento Therapeutics, Inc. amd Oramed Pharmaceuticals Inc. (incorporated by reference from Exhibit 2.2 from our current report on Form 8-K filed August 10, 2023). |
| |
|
| 2.3 |
Second Amendment to Stock Purchase Agreement, dated August 21, 2023, between Sorrento Therapeutics, Inc. amd Oramed Pharmaceuticals Inc. |
| |
|
| 104 |
Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
* Certain schedules, exhibits and similar
attachments to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or
other attachment will be furnished supplementally to the SEC upon request.
SIGNATURES
Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
| |
SORRENTO THERAPEUTICS, INC. |
| |
|
|
| Date: August 28, 2023 |
By: |
/s/ Mohsin Y. Meghji |
| |
|
Name: |
Mohsin Y. Meghji |
| |
|
Title: |
Chief Restructuring Officer |
Exhibit 2.3
Execution Version
SECOND AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK
PURCHASE AGREEMENT (this “Amendment”) is made as of August 21, 2023, by and between Sorrento Therapeutics, Inc., a
Delaware corporation (the “Seller”), and Oramed Pharmaceuticals Inc., a Delaware corporation (the “Purchaser”).
Capitalized terms used herein without definition shall have the meaning ascribed to such terms in the Stock Purchase Agreement.
WHEREAS, the Seller and the
Purchaser are parties to that certain Stock Purchase Agreement, dated as of August 7, 2023 (as amended by that certain First Amendment
to Stock Purchase Agreement, dated as of August 9, 2023, the “Stock Purchase Agreement”).
WHEREAS, the Parties desire
to amend the Stock Purchase Agreement as set forth herein.
NOW, THEREFORE, for good and
valuable consideration, the receipt and sufficiency of which is acknowledged by each of the parties, the parties hereby agree as follows:
1.
AMENDMENT TO STOCK PURCHASE AGREEMENT
a. Schedule
I to the Stock Purchase Agreement is hereby amended and restated in its entirety and replaced with Schedule I attached hereto.
b. The
second sentence of Section 1 is hereby amended and restated in its entirety as follows: “The aggregate consideration for the Purchased
Securities shall consist of: (i) to the extent approved by the Bankruptcy Court, the Junior DIP Compromise, and (ii) the Purchase
Price. As used in this Agreement, “Purchase Price” means $105,000,000. At the Closing, the Purchaser
shall pay the Purchase Price as follows: (A) a credit bid, on a dollar-for-dollar basis, pursuant to section 363(k) of the Bankruptcy
Code, in respect of the full amount of the outstanding obligations under the Replacement DIP Facility as of the Closing Date (the “Credit
Bid Amount”), and (B) the remaining balance to be paid in cash to the Seller (the “Cash Amount”).”
c. Section
5(h)(i) is hereby amended to include the following sentence at the end of such paragraph: “Prior to the hearing in the Bankruptcy
Court for approval of the Stock Purchase Agreement, the Seller shall serve notice of the proposed Sale Order containing the terms of
the Junior DIP Compromise on the shareholders of the Company pursuant to substantially the same process provided in Exhibit A of Docket
No. 1033 in the Bankruptcy Case, unless otherwise agreed to by the Seller and the Purchaser.”
d. Section
6(a)(x) is hereby amended and restated in its entirety as follows: “Sale Order. The Bankruptcy Court shall have entered
an order (i) approving the Seller’s entry into this Agreement and the consummation of the transactions contemplated herein pursuant
to Sections 105 and 363 of the Bankruptcy Code, and (ii) including the Junior DIP Compromise (unless not approved by the Bankruptcy Court),
in form and substance reasonably acceptable to the Seller and the Purchaser (the “Sale Order”), and the Sale Order
shall be an order of the Bankruptcy Court as to which the time to file an appeal, a motion for rehearing or reconsideration or a petition
for writ of certiorari has expired and no such appeal, motion or petition is pending (a “Final Order”).”
e. Section
6(b)(vii) is hereby amended and restated in its entirety as follows: “Sale Order. The Bankruptcy Court shall have entered
a Sale Order and such Sale Order shall include the Junior DIP Compromise (unless not approved by the Bankruptcy Court) and be a Final
Order.”
f. Section 7(e) is hereby amended and restated in its entirety as follows: “by the Purchaser if (i) the Auction has not commenced
on or before August 14, 2023, or (ii) the Sale Order has not been entered by the Bankruptcy Court by August 25, 2023;”
g. Section 10 is hereby amended to include the following as a new defined term: ““Junior DIP Compromise”
means the following terms: (i) any recovery to the Company on account of the Junior DIP Facility shall be identical to the treatment of
Seller’s general unsecured creditors under any chapter 11 plan of reorganization or otherwise in the Bankruptcy Case; provided
that the Junior DIP Facility shall not be payable with equity securities of any reorganized debtor without the prior written consent of
the Company, (ii) findings of fact and conclusions of law that the Junior DIP Compromise is entirely fair to the Company and its shareholders
under Delaware Law, (iii) exculpation of Purchaser and the Company, its Affiliates, and any directors appointed to the Company in connection
with the consummation of the Transactions contemplated hereby and the Junior DIP Compromise to the fullest extent permitted by law, (iv)
any order confirming a chapter 11 plan for Seller shall include provisions consistent with the foregoing clauses (ii) and (iii) in form
and substance acceptable to Purchaser, and (v) findings of fact and conclusions of law that notice of the proposed Sale Order was sufficiently
served on shareholders of the Company under the circumstances.”
h. Section
10 is hereby amended to include the following as a new defined term: ““Junior DIP Facility” means that certain
Junior Secured, Super-Priority Debtor-in-Possession Loan and Security Agreement (as amended, restated, amended and restated, supplemented,
replaced or otherwise modified from time to time), by and among the Seller, Scintilla and the Company.”
2.
GENERAL
A. Governing
Law. This Amendment shall be governed by and construed in accordance with the laws of the State of New York applicable to
contracts made and to be performed entirely within such State. All actions and proceedings arising out of or relating to this
Amendment and the transactions contemplated hereby shall be heard and determined exclusively in the United States Bankruptcy Court
for the Southern District of Texas, and the Parties hereby irrevocably submit to the exclusive jurisdiction of such court in any
such action or proceeding and irrevocably waive the defense of an inconvenient forum to the maintenance of any such action or
proceeding; provided, however, that, if the Bankruptcy Case is closed, any action, claim, suit or proceeding arising
out of, based upon, or relating to this Agreement or the transactions contemplated herby shall be heard and determined exclusively
in any state or federal court located in New York County, New York. Each Party agrees that a final, non-appealable judgment in any
such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other
manner provided by law. EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY THAT MAY ARISE UNDER THIS AGREEMENT IS LIKELY TO
INVOLVE COMPLICATED AND DIFFICULT ISSUES, AND THEREFORE IT HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A
TRIAL BY JURY IN RESPECT OF ANY LITIGATION DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS
CONTEMPLATED HEREBY.
B. Ratification.
Except as expressly modified and amended by the provisions of this Amendment, all provisions of the Stock Purchase Agreement shall remain
in full force and effect in accordance with their terms; provided, that in the event of any conflict between the terms of the Amendment
and the terms of the Stock Purchase Agreement the terms of this Amendment shall control. References to the Stock Purchase Agreement in
other documents and agreements will be deemed to be references to the Stock Purchase Agreement, as amended by this Amendment, regardless
of whether such documents and agreements refer to any amendments of the Stock Purchase Agreement.
C. Miscellaneous
Provisions. The provisions of Sections 10(e) (Notices), 10(i) (Entire Agreement; Waiver and Amendment) and 10(j) (Counterparts)
of the Stock Purchase Agreement shall each apply to this Amendment mutatis mutandis.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the parties
have executed this Second Amendment to Stock Purchase Agreement as of the date first written above.
| |
SELLER: |
| |
|
| |
SORRENTO THERAPEUTICS, INC. |
| |
|
| |
By: |
/s/ Mohsin Y. Meghji |
| |
Name: Mohsin Y. Meghji |
| |
Title: Chief Restructuring Officer |
| |
|
| |
PURCHASER: |
| |
|
| |
ORAMED PHARMACEUTICALS INC. |
| |
|
| |
By: |
/s/ Nadav Kidron |
| |
Name: Nadav Kidron |
| |
Title: Chief Executive Officer |
Schedule I
Purchased
Securities
| Class or Type of Securities |
Number of Securities |
| Common Stock |
59,726,737 |
| Series A Preferred Stock |
29,057,096 |
| Warrants |
Warrants exercisable for 693,309 shares of common stock of the Company in respect of Public Warrants, and warrants exercisable for 1,552,000 shares of common stock of the Company in respect of Private Placement Warrants (each as defined in the latest publicly filed Annual Report on Form 10-K of the Company) |
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- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as soliciting material pursuant to Rule 14a-12 under the Exchange Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Exchange Act
-Section 14a
-Number 240
-Subsection 12
| Name: |
dei_SolicitingMaterial |
| Namespace Prefix: |
dei_ |
| Data Type: |
xbrli:booleanItemType |
| Balance Type: |
na |
| Period Type: |
duration |
|
| X |
- DefinitionTrading symbol of an instrument as listed on an exchange.
| Name: |
dei_TradingSymbol |
| Namespace Prefix: |
dei_ |
| Data Type: |
dei:tradingSymbolItemType |
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na |
| Period Type: |
duration |
|
| X |
- DefinitionBoolean flag that is true when the Form 8-K filing is intended to satisfy the filing obligation of the registrant as written communications pursuant to Rule 425 under the Securities Act. Reference 1: http://www.xbrl.org/2003/role/presentationRef
-Publisher SEC
-Name Securities Act
-Number 230
-Section 425
| Name: |
dei_WrittenCommunications |
| Namespace Prefix: |
dei_ |
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|
Sorrento Therapeutics (NASDAQ:SRNE)
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