Sorrento Therapeutics, Inc. (Nasdaq: SRNE, “Sorrento”) today posted
an IRS Form 8937 (the “Form 8937”) to supplement its previously
issued “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 (“Scilex”) previously held by
Sorrento.
The Form 8937 has been filed with the Internal Revenue Service
and Sorrento expects to send copies of the form in the coming days
to brokerage firms, banks, dealers and similar organizations to
whom a dividend confirmation had previously been distributed by
Scilex’s transfer agent, Continental Stock Transfer & Trust
Company.
After the close of trading on the Nasdaq Capital Market on
January 19, 2023, Sorrento issued a distribution of an aggregate of
76,000,000 shares of Scilex common stock to the record holders of
Sorrento common stock. Sorrento issued the distribution on a pro
rata basis among its stockholders in accordance with each
stockholder’s ownership percentage of Sorrento common stock as of
the record date. The distribution ratio was 0.1410127 of a share of
Scilex common stock for each one share of Sorrento common stock.
Fractional shares issued as part of the stock distribution have
been paid in cash in lieu of distributing fractional shares. At the
time of the filing of the Form 8937, Sorrento estimated that its
current and accumulated earnings and profits would be insufficient
to characterize the distribution as a dividend. Therefore, the
estimate would provide that the distribution of the Scilex common
stock would be characterized as non-dividend return of capital.
Sorrento stockholders are urged to consult their own tax advisor
as to the particular tax consequences of the distribution of the
Scilex common stock, including potential tax consequences under
state, local and non-U.S. tax laws. Sorrento is providing the
details on the Form 8937 for informational purposes only and not to
be considered or construed as legal or tax advice.
The Form 8937 is available here.
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 OvydsoTM (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.
Forward-Looking Statements
This press release and any statements made for and during any
presentation or meeting contain forward-looking statements related
to Sorrento Therapeutics, Inc., under the safe harbor provisions of
Section 21E of the Private Securities Litigation Reform Act of 1995
and are subject to risks and uncertainties that could cause actual
results to differ materially from those projected. Forward-looking
statements include statements regarding Sorrento’s estimate of its
current and accumulated earnings and profits and the expected
characterization of the distribution of the Scilex common stock as
a non-dividend return of capital. Risks and uncertainties that
could cause our actual results to differ materially and adversely
from those expressed in our forward-looking statements, include,
but are not limited to: risks related to Sorrento’s technologies
and prospects, including, but not limited to risks related to the
financial assessment and tax analysis of the distribution; clinical
development risks, including risks in the progress, timing, cost,
and results of clinical trials and product development programs;
risk of difficulties or delays in obtaining regulatory approvals;
risks that clinical study results may not meet any or all endpoints
of a clinical study and that any data generated from such studies
may not support a regulatory submission or approval; risks that
prior test, study and trial results may not be replicated in
continuing or future studies and trials; risks of manufacturing and
supplying drug product; risks related to leveraging the expertise
of its employees, subsidiaries, affiliates and partners to assist
Sorrento in the execution of its product candidates’ strategies;
risks related to the global impact of COVID-19; risks relating to
Sorrento’s voluntary proceedings under Chapter 11 in the Bankruptcy
Court (the “Chapter 11 Cases”), including Sorrento’s ability to
continue operating in the ordinary course while the Chapter 11
Cases are pending, the timing and outcome of the Chapter 11 Cases,
Sorrento’s ability to obtain timely approval by the Bankruptcy
Court of the motions filed in the Chapter 11 Cases, employee
attrition and Sorrento’s ability to retain senior management and
other key personnel due to the distractions and uncertainties of
the Chapter 11 Cases, Sorrento’s ability to maintain relationships
with suppliers, customers, employees and other third parties and
regulatory authorities as a result of the Chapter 11 Cases, the
Bankruptcy Court’s rulings in the Chapter 11 Cases, the length of
time that Sorrento will operate under Chapter 11 protection and the
continued availability to Sorrento of operating capital during the
pendency of the Chapter 11 Cases, risks associated with any third
party motions in the Chapter 11 Cases, increased administrative and
legal costs related to the Chapter 11 process, exposure to
potential litigation and inherent risks involved in a bankruptcy
process, the potential adverse effects of the Chapter 11 Cases on
Sorrento’s liquidity or results of operations, Sorrento’s ability
to timely file its periodic reports or meet periodic reporting
requirements with the SEC and other risks that are described in
Sorrento’s most recent periodic reports filed with the Securities
and Exchange Commission, including Sorrento’s Annual Report on Form
10-K for the year ended December 31, 2021 and subsequent Quarterly
Reports on Form 10-Q filed with the Securities and Exchange
Commission, including the risk factors set forth in those filings.
Investors are cautioned not to place undue reliance on these
forward-looking statements, which speak only as of the date of this
release, and we undertake no obligation to update any
forward-looking statement in this press release except as required
by law.
Investors and Media ContactEmail:
mediarelations@sorrentotherapeutics.com
Sorrento® and the Sorrento logo are registered trademarks of
Sorrento Therapeutics, Inc.
G-MAB™, DAR-T™, Seprehvec™, SOFUSA™, COVISHIELD™, COVIDROPS™,
COVI-MSC™, COVIMARK™, Fujovee™ and OvydsoTM are trademarks of
Sorrento Therapeutics, Inc.
SEMDEXA™ (SP-102) is a trademark of Semnur Pharmaceuticals, Inc.
A proprietary name review by the FDA is planned.
ZTlido® is a registered trademark owned by Scilex
Pharmaceuticals Inc.
All other trademarks are the property of their respective
owners.
©2023 Sorrento Therapeutics, Inc. All Rights Reserved.
A photo accompanying this announcement is available
at http://ml.globenewswire.com/Resource/Download/e235a024-be98-4c2b-8d00-5557fb45ac44
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