Sorrento Therapeutics, Inc. - Jan 19, 2023 Form 4 Insider Report for Scilex Holding Co (SCLX)

Role: 10%+ Owner
Signature: /s/ Henry Ji, Ph.D., President, Chief Executive Officer and Chairman of the Board, Sorrento Therapeutics, Inc
Stock symbol: SCLX
Transactions as of: Jan 19, 2023
Transactions value $: $0
Form type: 4
Date filed: 1/23/2023, 03:11 PM
Previous filing: Dec 2, 2022
Next filing: Sep 25, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SCLX	Common Stock	Other	$0	-73.7M	-54.33%	$0.00	62M	Jan 19, 2023	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On January 19, 2023, the Reporting Person paid its previously announced stock dividend (the "Dividend") consisting of an aggregate of 75,999,853 shares of common stock of Scilex Holding Company held by the Reporting Person (the "Dividend Shares") to record holders of the Reporting Person's common stock and certain warrants to purchase the Reporting Person's common stock as of January 9, 2023 (the "Record Date"). An aggregate of 2,259,058 Dividend Shares are being held in abeyance by the Reporting Person for the benefit of certain holders of warrants to purchase shares of common stock of the Reporting Person who may be entitled to such shares pursuant to the terms of the applicable warrants following the exercise of such warrants, and at the time such shares are distributed to the applicable warrantholders, the Reporting Person will file a Form 4 reporting such distribution.
F2	(Continued form footnote 1) The Reporting Person distributed 0.1410127 of a share of the Issuer's common stock for each share of the Reporting Person's common stock outstanding as of the close of business on the Record Date. The stock ratio was calculated by dividing 76,000,000 by the number of shares of the Reporting Person's common stock and warrants to purchase shares of the Reporting Person's common stock outstanding on the Record Date. No fractional shares were issued in connection with the Dividend and the equityholders of the Reporting Person who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares.

Content

On January 19, 2023, the Reporting Person paid its previously announced stock dividend (the "Dividend") consisting of an aggregate of 75,999,853 shares of common stock of Scilex Holding Company held by the Reporting Person (the "Dividend Shares") to record holders of the Reporting Person's common stock and certain warrants to purchase the Reporting Person's common stock as of January 9, 2023 (the "Record Date"). An aggregate of 2,259,058 Dividend Shares are being held in abeyance by the Reporting Person for the benefit of certain holders of warrants to purchase shares of common stock of the Reporting Person who may be entitled to such shares pursuant to the terms of the applicable warrants following the exercise of such warrants, and at the time such shares are distributed to the applicable warrantholders, the Reporting Person will file a Form 4 reporting such distribution.

(Continued form footnote 1) The Reporting Person distributed 0.1410127 of a share of the Issuer's common stock for each share of the Reporting Person's common stock outstanding as of the close of business on the Record Date. The stock ratio was calculated by dividing 76,000,000 by the number of shares of the Reporting Person's common stock and warrants to purchase shares of the Reporting Person's common stock outstanding on the Record Date. No fractional shares were issued in connection with the Dividend and the equityholders of the Reporting Person who were entitled to receive fractional shares of the Dividend Stock received cash (without interest) in lieu of such fractional shares.