Sorrento Issues a “FAQ” in Response to Large Number Of Urgent Requests from Scilex Dividend Short Holders and/or Record Holders - Seite 2

3.   If the Buyer is using the purchased shares to cover all or a portion of any outstanding short position in Scilex stock, Buyer will instruct Scilex’s transfer agent to transfer the shares to the lender of the short position.

1. Buyer, as the holder of the shares, may make direct requests to Continental to transfer the shares. Continental will provide the Buyer with the necessary documentation.
2. Because the shares will have a Lockup, Continental will separately contact Scilex for an instruction to permit the transfer (See #4 below).
3. This same process will apply if the lender is also a borrower of Scilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender.

4.   Scilex will instruct Continental to “waive” application of the Lockup solely for the purpose of Buyer conveying shares to the lender. The Lockup will continue to apply to the returned shares in lender’s name. This same process will apply if the lender is also a borrower of Scilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender.

PROCESS FOR SHARE PURCHASE FROM SORRENTO THERAPEUTICS, INC.

1. Sorrento Therapeutics, Inc. (“Sorrento”) and Scilex Holding Company (“Scilex”) will coordinate with Continental Stock Transfer & Trust Company, Scilex’s transfer agent (“Continental”), to impose the lock-up restriction expiring September 1, 2023 (the “Lockup”) on the shares of Scilex common stock held by Sorrento.
2. Sorrento, Scilex and Scilex Dividend Short Holders (“Buyer”) will execute a stock purchase agreement providing for the sale of Scilex common stock by Sorrento to Buyer (the “Purchase Agreement”). The shares will be sold pursuant to the Registration Statement on Form S-1 (File No. 333-268603) filed by Scilex with the SEC on November 30, 2022, and declared effective by the SEC on December 27, 2022 (the “Form S-1”).
3. Sorrento will instruct Scilex’s transfer agent to transfer the shares to the Buyer. The shares will be recorded by Continental in book entry format.
4. As set forth in the Purchase Agreement, Scilex will instruct Continental to “waive” application of the Lockup solely for the purpose of Sorrento’s sale of the shares to the Buyer. The Lockup will continue to apply to the returned shares in Buyer’s name.
5. If the Buyer is using the shares to cover all or a portion of any outstanding short position in Scilex stock, Buyer will instruct Scilex’s transfer agent to transfer the shares to the lender of the short position. This same process will apply if the lender is also a borrower of Scilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender.
6. Scilex will further instruct its transfer agent to “waive” application of the Lockup solely for the purpose of Buyer conveying shares to the lender. The Lockup will continue to apply to the returned shares in lender’s name. This same process will apply if the lender is also a borrower of Scilex shares (i.e., short) and, in turn, is returning the lender’s borrowed shares to a downstream lender.

FAQs