Scilex Holding Co (SCLX): M&A transaction — Scilex issues $101.9M note to Oramed, buys back ~60M shares from Sorrento

Scilex Holding Co

Issued $101.875M senior secured note to Oramed (due March 2025, interest at Term SOFR+8.5%, PIK).
Issued warrants to Oramed for 13M shares (4.5M closing, 8.5M subsequent) at $0.01 per share; transferred 4M existing $11.50 warrants.
Purchased from Sorrento 60,068,585 common shares, 29,057,097 Series A preferred, and warrants for 4,490,617 shares at $11.50.
Consideration: assumption of $100M DIP facility, credit bid of Junior DIP, $10M cash, and ~$12.25M legal fee assumption.
Sorrento's ownership reduced to ~1.9M shares held in abeyance; Oramed gets Board Observer right.

item 1.01 item 1.02 item 2.03 item 3.02 item 5.01 item 7.01 item 9.01

Key facts

Extracted from this filing and checked against the source text.

M&A Transactions SEC 8-K Item 2.01/5.01 confidence 0.9

Scilex Holding Co underwent a change of control involving Sorrento Therapeutics, Inc. (closed 2023-09-21).

Action: change of control
Counterparty: Sorrento Therapeutics, Inc.
Closing: 2023-09-21

Exact text from the filing

Upon the closing of the transactions contemplated by the Sorrento SPA and the Company’s purchase of, and Sorrento’s sale of, the Purchased Securities, Sorrento no longer holds a majority of the voting power of the Company’s outstanding capital stock entitled to vote.

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Material Agreements SEC 8-K Item 1.01/1.02 confidence 0.9

Scilex Holding Co entered into Securities Purchase Agreement with Oramed Pharmaceuticals Inc. valued at Issued senior secured promissory note of $101,875,000, warrants for 13,000,000 shares of common stoc (effective 2023-09-21).

Action: entry
Agreement: equity purchase
Counterparty: Oramed Pharmaceuticals Inc.
Value: Issued senior secured promissory note of $101,875,000, warrants for 13,000,000 shares of common stoc
Effective: 2023-09-21

Exact text from the filing

On September 21, 2023 (the “ Closing Date ”), the Company entered into, and consummated the transactions contemplated by, a Securities Purchase Agreement (the “ Scilex-Oramed SPA ”) with Oramed and the Agent (as defined below).

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5 m&a transactions filed in the last 30 days. Browse all m&a transactions →

Scilex Holding Co filing history →

Source: SEC EDGAR

accession 0001193125-23-242508

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