Sec Form 13D Filing - Sorrento Therapeutics Inc. (SRNEQ) filing for Scilex Holding Co (SCLX) - 2023-01-23

The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

  NAME OF REPORTING PERSON

  Sorrento Therapeutics, Inc.

  CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

  (a)  ☐        (b)  ☐

  SEC USE ONLY

  SOURCE OF FUNDS (SEE INSTRUCTIONS)

  OO

  CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)

  ☐

  CITIZENSHIP OR PLACE OF ORGANIZATION

  Delaware

NUMBER OF

SHARES

 BENEFICIALLY 

OWNED BY

EACH

REPORTING

PERSON

WITH

  SOLE VOTING POWER

  95,533,509 (1)

  SHARED VOTING POWER

  0

  SOLE DISPOSITIVE POWER

  95,533,509 (1)

  SHARED DISPOSITIVE POWER

  0

  AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

  95,533,509 (1)

  CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)

  ☐

  PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

  45.5% (2)

  TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

  HC, CO

Comprised of (i) 61,985,795 shares of common stock, par value $0.0001 per share (“Common Stock”), of Scilex Holding Company (the “Issuer”), of which 2,259,058 shares are being held in abeyance for the benefit of certain holders of warrants to purchase shares of common stock of the Reporting Person who may be entitled to receive shares of Common Stock pursuant to the terms of the applicable warrants as a result of the previously declared dividend of shares of Common Stock by the Reporting Person, (ii) 29,057,097 shares of Series A Preferred Stock, par value $0.0001 per share, of the Issuer (“Series A Preferred Stock”) which are entitled to vote, together with the holders of Common Stock, and not separately as a class, on an as converted to Common Stock basis on all matters on which the holders of shares of Common Stock have the right to vote (with the number of votes being determined by dividing the stated value (as determined under the Company’s Certificate of Designations of Series A Preferred Stock, filed with the Delaware Secretary of State on November 10, 2022) by $10.00), and (iii) 4,490,617 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the date on which this Schedule 13D has been filed with the Securities and Exchange Commission (“SEC”).

Percent of class of Common Stock beneficially owned is calculated based on 141,598,856 shares of Common Stock outstanding as of January 11, 2023, as reported in the Issuer’s Registration Statement on Form S-1 filed with the SEC on January 12, 2023) plus 4,490,617 shares of Common Stock issuable upon exercise of warrants exercisable within 60 days of the date on which this Schedule 13D has been filed with the SEC. Shares of Series A Preferred Stock are not convertible into shares of Common Stock and therefore the 29,057,097 shares of Series A Preferred Stock held by the Reporting Person is not included in this percentage. The Reporting Person’s aggregate voting power, including shares of Series A Preferred Stock, shares of Common Stock held in abeyance as referenced in footnote 1 above and assuming the exercise of all warrants held by the Reporting Person, is 54.5%.

Interest in Securities of the Issuer.

See responses to Items 11 and 13 on the cover page.

See responses to Items 7, 8, 9 and 10 on the cover page.

On November 22, 2022, the Reporting Person purchased 672,775 warrants to purchase shares of Common Stock at a weighted average purchase price of $0.226 per warrant, inclusive. On November 23, 2022, the Reporting Person purchased 442,829 warrants to purchase shares of Common Stock at a weighted average purchase price of $0.3967 per warrant, inclusive. On November 25, 2022, the Reporting Person also purchased 46,172 warrants to purchase shares of Common Stock at a weighted average purchase price of $0.4374 per warrant, inclusive. On December 2, 2022, the Reporting Person purchased 22,841 warrants to purchase shares of Common Stock at a weighted average purchase price of $0.3507 per warrant, inclusive. Each of the foregoing purchases of warrants were made on the open market. The Reporting Person undertakes to provide upon request to the staff of the SEC, the Company or a securityholder of the Company, full information regarding the number of Warrants purchased at each separate price.

Not applicable.

Not applicable.