Item 8.01. Other Events.
On January 3, 2023, in related actions pending before the Honorable Terry Green
of the Los Angeles Superior Court (the "Court"), entities ultimately controlled
by Dr. Patrick Soon-Shiong; specifically, NantCell, Inc. and Immunotherapy
NANTibody, LLC (together, the "Nant Entities"), petitioned the Court for a
temporary restraining order prohibiting Sorrento Therapeutics, Inc. ("Sorrento")
"from taking any steps to effectuate or implement the stockholder dividend of
Scilex Holding Company stock owned by Sorrento, declared by the Sorrento Board
of Directors on December 29, 2022 and publicly announced in the SEC Form 8-K
release on December 30, 2022." Sorrento opposed the Nant Entities' request for
injunctive relief and, on January 4, 2023, Judge Green denied the Nant Entities'
request in its entirety.
As Sorrento previously disclosed, also pending before Judge Green is a lawsuit
that Sorrento filed in 2020 against Dr. Soon-Shiong, asserting claims for
fraudulent inducement and common law fraud, and alleging that, among other
things, Dr. Soon-Shiong acquired the cancer treatment drug Cynviloq™ for the
purpose of halting its progression to the market. That action was stayed pending
resolution of an arbitration before the American Arbitration Association against
NantPharma, LLC ("NantPharma") relating to alleged breaches of the May 14, 2015
Stock Sale and Purchase Agreement entered into between Sorrento and NantPharma
to develop Cynviloq (the "Cynviloq Arbitration"). As Sorrento previously
disclosed in its Current Report on Form 8-K filed on December 21, 2022, the
arbitrator in the Cynviloq Arbitration ordered NantPharma, which is also
ultimately owned and controlled by Dr. Soon-Shiong, to pay Sorrento $125.0
million. Now that the Cynviloq Arbitration has concluded, Sorrento intends to
request that the stay in the action against Dr. Soon-Shiong be removed so that
it may pursue its fraud claims against Dr. Soon-Shiong before a jury.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibit.
104 Cover Page Interactive Data File, formatted in Inline Extensible
Business Reporting Language (iXBRL).
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