Almirall’s Full-Year 2022 Results: Almirall closes 2022 with a Core Net Sales growth of 6.6%, driven by its European Dermatology Business

On February 20, 2023 Almirall reported that it has consolidates its position in Europe (Press release, Almirall, FEB 20, 2023, View Source [SID1234627413]). The Dermatology business in this continent grew 18.4% year-on-year, boosted by new launches

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Almirall achieved its guidance for 2022, delivering its mid-single-digit Core Net Sales target and hitting the mid-range of the EBITDA level: Core Net Sales* reached €863.2 MM (+6.6% year-on-year) and Total EBITDA €198.3 MM (-15.8% year-on-year) due mainly to a higher investment in R&D and SG&A. Growth drivers contributed to robust operational performance: Ilumetri -52.1% year-on-year sales increase-; Klisyri -Net Sales of c.€15 MM-; and Wynzora -Net Sales of c. €7 MM-

In October 2022, lebrikizumab (atopic dermatitis) was submitted for EU regulatory approval, which is expected in late 2023. Almirall’s focused strategy on Medical Dermatology and the biologics market space positions the company well for continued growth acceleration over the mid-term

Pipeline continues to progress: Phase I for anti-IL-1RAP monoclonal antibody is initiated. Almirall entered in 2022 into a licensing agreement for IL-2muFc fusion protein with Simcere; more recently, the company signed a research collaboration with Isolex to explore novel approaches for IgE-mediated diseases

Guidance for 2023: Core Net Sales growth of low to mid-single-digit and Total EBITDA of €165-€180 MM

In light of the very positive evolution, performance and momentum of the Company towards its key priorities over the last few months, the Board of Directors of Almirall has asked Carlos Gallardo to remain as CEO and has suspended the search for a new CEO for the time being. He will also continue in the role of Chairman of the Board of directors

The company will submit a dividend to its shareholders of €0.19 per share at the next Annual General Meeting on May 5th , in line with previous years’ dividend

Financial highlights (€ rounded million)

2022

2021

Variation

Total Revenues

878.5

836.5

5.0%

Net Sales

863.2

827.2

4.4%

Other Income

15.3

9.3

64.5%

Gross Profit

572.9

571.3

0.3%

% of sales

66.4%

69.1%

EBITDA

198.3

235.6

(15.8%)

Normalized Net Income

33.5

81.4

(58.8%)

* Core results excludes AstraZeneca/Covis contribution: Deferred Income and Other Income. From 2022 onwards, there is no difference between Core Net Sales and Net Sales as no additional Deferred Income from AstraZeneca is registered, the difference related to Core EBITDA and EBITDA is explained by the other income related to AstraZeneca and Covis

"We are pleased to see that Almirall achieved strong financial results in 2022, delivering our guidance thanks to the excellent evolution of our core dermatology business, which continues to perform well and is driven by our recently launched products and strength in the European business. In the meantime, we have also made good progress with our pipeline. We started 2023 on a high note. We are confident that Almirall’s growth drivers will continue their positive trajectory during 2023 while we keep preparing for Lebrikizumab’s launch. We are very well-positioned for mid and long-term growth. Our strong balance sheet and flexible capital structure will allow us to continue to explore inorganic growth options that align with our corporate strategy."

Carlos Gallardo, Chairman and Interim CEO

Almirall, S.A. (ALM) a global biopharmaceutical company based in Barcelona, has announced its full-year 2022 financial results today.

Summary of results
Net Sales* at €863.2 MM represent a 6.6% year-on-year growth, driven by strong EU Dermatology portfolio performance

Total EBITDA* reached €198.3 MM, a 15.8% year-on-year decrease, and was impacted by due to higher R&D, SG&A investment related to new and coming launches, US sales decrease.

Almirall closed 2022 with a healthy balance sheet and solid liquidity position at 0.8x Net Debt to EBITDA.

Core Gross Margin of 66.4%, as expected, was impacted by higher energy costs and inflation affecting purchase costs of certain materials

Research & Development investment of €103.2 MM, increasing as expected reaching 12% of Core Net Sales, driven by investment in studies for lebrikizumab and Klisyri (tirbanibulin), as well as the acquisition of earlier stage assets, such as the anti IL1-Rap and the IL-2 mu-Fc.

Selling, General & Administrative expenses were €409.7 MM, up 4.3%, due to supporting recent launches of Wynzora, Klisyri in Europe and Ilumetri rollout in new countries.

Divestment of Motilex in Italy, with a positive impact of €18.5 MM in Q4 2022, broadly in line with the positive divestment impact of €16m in 2021.

* Core results excludes AstraZeneca/Covis contribution: Deferred Income and Other Income. From 2022 onwards, there is no difference between Core Net Sales and Net Sales as no additional Deferred Income from AstraZeneca is registered, the difference related to Core EBITDA and EBITDA is explained by the other income related to AstraZeneca and Covid.

Growth Drivers Performance
Psoriasis

Ilumetri, an anti-IL-23 high-affinity humanized monoclonal antibody indicated for the treatment of adult patients with moderate-to-severe plaque psoriasis, had a strong performance in 2022 reaching Net Sales of over €124.6 MM and achieving a 52.1% sales increase year-on-year. Growth was boosted by the positive contribution from new country launches, and sales in Germany, where the new patient market is clearly driven by the anti-IL23 class, with over 40% market share of new patients within biologics.

This growth trend is expected to continue during 2023, with added contribution of new country launches.

Almirall strengthened its psoriasis franchise with the successful rollout of Wynzora* cream, a once-daily aqueous cream with a fixed combination of calcipotriene and betamethasone diproprionate (CAL/BDP) indicated for the topical treatment of mild to moderate psoriasis vulgaris in adults. The launch of this product also reinforces Almirall’s position as the only company with an entire portfolio of psoriasis products covering the treatment paradigm.

Wynzora keeps increasing its market share in key countries, achieving Net Sales of c. €7 MM in 2022, driven by the strong performance in Germany and Spain where the product reached double digit market share. The product also had a successful rollout campaign during 2022 in the UK, Denmark, Netherlands, and Austria and Almirall is confident that Wynzora will have a good uptake in these markets as well as in additional EU countries in the upcoming quarters.

* Wynzora is authorized with this name in France, the UK, Spain, the Czech Republic, Denmark, Norway, Sweden, Finland, Germany, Portugal, Italy, Ireland, and The Netherlands. In Austria, it is authorized under a different tradename: Winxory.

Actinic Keratosis (AK)

Klisyri* (tirbanibulin), a microtubule inhibitor for the topical treatment of actinic keratosis (AK) of the face or scalp, delivered a solid performance and positive uptake in Europe thanks to the positive feedback among users and physicians due to its convenience and safety profile. The product reached Net Sales of c.€9 MM in 2022 in Europe with strong performance in Germany, where Klisyri was awarded "Most Innovative Product 2022" at the Pharma Trend Image & Innovation Awards. It is also gaining strong traction in countries like the Netherlands, Austria, Switzerland, Spain, and Italy.

In the US, where AK is the second most common diagnosis made by dermatologists, Klisyri received a recommendation in the AAD guidelines. The product continues to gain penetration in the AK topical market with around 70,000 prescriptions since its launch in February 2021, a result that highlights the product’s good performance despite being a new product launched in a market with numerous generic alternatives. Since its launch, Klisyri has been prescribed by over 5,000 healthcare professionals, who have reported positive feedback and successful patient engagement. The product now has a greater than 70% commercial coverage.

Acne

Seysara, an oral antibiotic derived from tetracycline and specifically designed to treat acne, has registered continued volume recovery during 2022. With over 250,000 TRx, the product achieved 22% growth year-on-year in prescriptions.

The product continues to make good progress on market access with 75% commercial payer coverage. Furthermore, Seysara achieved a 6% market share in the oral antibiotic market and Almirall continues to focus its efforts on driving demand and improving the commercial profile and productivity (TRx/HCP) which will be key for continued growth

Progressing promising late-stage pipeline, while building early stage
Atopic Dermatitis (AD)
In October 2022, Almirall submitted a Marketing Authorisation Application (MAA) to the EMA for Lebrikizumab, an anti-IL13 monoclonal antibody for the treatment of moderate-to-severe atopic dermatitis (AD). AD is an underserved, large and growing market, estimated to have more than 5 million moderate-to-severe patients in Europe by 2026. 1 . The application of lebrikizumab is currently under review, and the approval is expected in Q4 2023.

Lebrikizumab showed a consistent safety profile across a clinical development program with more than 2000 patients. Consistent across geographies, whether in monotherapy or in combination with topical corticosteroids, in adults as well as in adolescents and across ethnicities.

In terms of clinical updates, the Advantage Phase 3b study is fully recruited. This study is a randomised, doubleblind, placebo-controlled Phase 3 clinical trial to assess the efficacy and safety of Lebrikizumab in combination with Topical Corticosteroids in Adult and Adolescent Patients with Moderate-To-Severe Atopic Dermatitis that are not adequately controlled with cyclosporine or for whom cyclosporine is not medically advisable. The results for the Week 16 readout are expected in H1 2023. In addition, a paediatric study was initiated by Almirall’s partner.

The data presented to date demonstrate the potential benefit that lebrikizumab could bring to HCPs and patients and confirm the potential of lebrikizumab to be a first-line advanced biologic treatment for moderate-to-severe atopic dermatitis.

Onychomycosis

Efinaconazole is a triazole antifungal compound indicated for the treatment of mild-to-moderate fungal infection of the nail in adults and children (aged 6 years and older). Almirall has submitted regulatory filings under the European decentralised procedure. The German regulatory authority is acting as the Reference Member State. The outcome of the filing is expected in 2023.

With the potential launch of this antifungal expected in 2023, Almirall will reinforce its onychomycosis franchise by complementing Ciclopoli, Almirall’s OTC product indicated to treat this condition.

Acne

The Phase III clinical trial conducted in China for the oral antibiotic Seysara (sarecycline) met primary and key secondary endpoints and Almirall plans to file the application to the Chinese National Medical Products Administration later this year.

Autoimmune dermatological diseases

Almirall is working on building its early-stage pipeline with some promising recent in-licensing. In 2022 Almirall entered into a licensing agreement with Simcere Pharmaceutical Group for Simcere’s IL-2 mutant fusion protein (IL-2muFc) autoimmune drug candidate, ALM223* (previously SIM0278). This molecule, developed utilising Simcere’s protein engineering platform, activates regulatory T-cells. Preclinically, ALM223 exhibits an improved PK profile and the potential to restore immune balance. The start of the Phase I clinical trial is expected in the second half of 2023.

Under the agreement signed with Simcere Pharmaceutical Group, Almirall will be granted an exclusive right to develop and commercialise ALM223 for all indications outside the Greater China region (Mainland China, Hong Kong, Macau and Taiwan).

* ALM223 in licensed from Simcere. Formally referred to as SIM-0278, worldwide ex-Greater China.

In September 2022, Almirall announced the initiation of the phase I study evaluating the safety, pharmacokinetics, pharmacodynamics and clinical activity of ALM27134*, a first-in-class fully human, high-affinity monoclonal antibody that targets IL-1RAP (Interleukin-1 Receptor Accessory Protein) for the treatment of autoimmune dermatological diseases. Almirall in-licensed in 2021 exclusive global rights from Ichnos Science to develop and commercialise ALM27134. The company is confident that this monoclonal antibody could bring the opportunity to address the unmet needs in several autoimmune dermatology indications.

* Previously referred to as ISB 880.

Agreement with Isolex to develop novel approaches for IgE-mediated diseases

Recently, Almirall has entered a collaboration and option to license agreement with the biotechnology company Isolex with the aim of identifying and developing a novel class of medicines that modulates Immunoglobulin E (IgE). The signed Option and Licensing Agreement will allow the teams to develop a biotherapeutic treatment that utilises a novel mechanism of action to target IgE.

The research project brings together Almirall’s strong knowledge in Medical Dermatology with the expertise of Isolex team, leveraging the technology developed between Combikine Biotechnology Ltd and King’s College London.

Board of Directors of Almirall

The Board of Directors of Almirall views very positively the evolution, performance, and momentum of the Company towards its key priorities over the last few months. Therefore, it has asked Carlos Gallardo to remain as CEO and has suspended the search for a new CEO for the time being. Carlos Gallardo has accepted, and he will also continue in the role of Chairman of the Board of directors. Additionally, the Board will set up a new Governance Committee to check and balance the position of the Chairman-CEO.

Conclusions

Almirall achieved its 2022 guidance, delivering a good operational performance driven by the excellent momentum of its Medical Dermatology business in Europe.

Almirall’s focused strategy on the Medical Dermatology space positions the company well for the mid and long term. Its growth drivers are expected to continue their trajectory during 2023 ewhile keeping the focus on important near-term launches such as the biologic lebrikizumab. Ilumetri should continue to show strong performance thanks to growing contribution from new country launches. The rollouts of Klisyri and Wynzora in Europe are also expected to continue driving positive trends during the year.

The company will also remain focused on unlocking the value of its late-stage pipeline, while strengthening the early-stage with exciting new assets, ensuring sustained growth in the medium and long term.

Almirall is fully committed to creating long-term shareholder value with growth expected to accelerate in the coming years with recent and future launches. The company has a good credit rating, reflecting its healthy balance sheet, and which gives management the flexibility in the current environment to actively pursue bolt-on acquisitions and in-licensing opportunities that align with its corporate strategy.

Board proposals to the Annual General Meeting: Dividend

The AGM will be proposed a dividend of €0.19 per share for approval May 5th 2023.

2023 Full Year Guidance

Core Net Sales: low to mid-single-digit growth vs. previous year (€863 MM)

Total EBITDA: between €165 MM and €180 MM

Investor Calendar 2023

• Q1 2023 Financial Results – 8th May 2023
• H1 2023 Financial Results – 24th July 2023
• 9M 2023 Financial Results – 13th November 2023

MediciNova Announces New Data Regarding MN-166 (ibudilast) in Glioblastoma Tumor Tissue Analysis Presented at the 20th Annual World Congress of Society for Brain Mapping and Therapeutics

On February 20, 2023 MediciNova, Inc., a biopharmaceutical company traded on the NASDAQ Global Market (NASDAQ:MNOV) and the JASDAQ Market of the Tokyo Stock Exchange (Code Number: 4875), reported that MediciNova’s research collaborator, Justin Lathia, PhD, Scientific Director of the Rose Ella Burkhardt Brain Tumor and Neuro-Oncology Center at Cleveland Clinic and Professor, Department of Molecular Medicine at Cleveland Clinic Lerner College of Medicine of Case Western Reserve University, Professor and Vice Chair in the Department of Cardiovascular & Metabolic Sciences at the Lerner Research Institute, Cleveland Clinic presented new data regarding tumor tissue analysis and clinical outcome from a glioblastoma clinical trial (protocol no. MN-166-GBM-1201; NCT03782415) at the 20th Annual World Congress of SBMT (Society for Brain Mapping and Therapeutics) held on February 16 – 19, 2023, in Los Angeles, CA (Press release, MediciNova, FEB 20, 2023, View Source [SID1234627412]).

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This tumor analysis study was a collaborative effort between MediciNova, Dr. Patrick Wen (Dana- Farber Cancer Institute), and Dr. Lathia (Cleveland Clinic Foundation). MN-166-GBM-1201 is an ongoing Phase 1/2 study targeting recurrent and newly diagnosed glioblastoma being conducted at Dana-Farber Cancer Institute under Principal Investigator: Dr. Wen, Director at Center for Neuro-Oncology Dana-Farber Cancer Institute, Professor of Neurology, Harvard Medical School.

The highlights of Dr. Lathia ‘s presentation are as follows:

Tumor tissues were analyzed to determine potential predictors of treatment response to MN-166 (ibudilast) and temozolomide (TMZ) combination treatment.
Pre-treatment tumor tissues were obtained from the resected tumors at the initial surgery or biopsy of trial participants (Part 1) diagnosed with recurrent glioblastoma.
Immunohistochemistry was performed on resected tumor tissue to evaluate MIF (macrophage migration inhibitory factor), pERK, Ki67, CD3, CD11b, and CD74. A masked researcher calculated the score for each protein per patient.
Study participants were divided into two groups: non-responders (disease progression within five months after receiving MN-166 and TMZ) and responders (no disease progression for five months after receiving MN-166 and TMZ).
Responders had a lower percentage of CD3+ T cells than non-responders (p<0.05). Additionally, CD74 expression was also lower in the responders and this trended towards significance (p=0.06).
CD3 expression was the best predictor for tumor progression for five months in recurrent glioblastoma patients treated with MN-166 and TMZ.
Dr. Lathia commented "Previously we reported that MN-166, as a brain-penetrant MIF-CD74 interaction inhibitor, reduced myeloid-derived suppressor cells (MDSC) generation and reversed their T cell suppressive capacity in vitro. Additionally, MN-166 reduced monocytic-MDSCs and increased CD8+ T cell number and function in the tumor microenvironment in murine model study. These new findings from clinical tumor tissue analysis may be explained by treatment with MN-166 resulting in increased CD3+ infiltration into tumor tissue in the patients who began with low CD3+ due to high MDSCs. This will need to be confirmed in a larger cohort."

Kazuko Matsuda, M.D. Ph. D, M.P.H., Chief Medical Officer, MediciNova, Inc., commented, "GBM is the most common primary malignant brain tumor and has a poor prognosis. It is a highly immunosuppressive tumor and there are limitations to the extent of a safe immune response in the central nervous system. We are excited by the findings presented by Dr. Lathia. Recently, we have completed study enrollment with MN-166-GBM-1201 study and look forward to the upcoming data analysis with more tissue samples."

About Glioblastoma

According to the American Association of Neurological Surgeons, glioblastoma is an aggressive brain cancer that often results in death during the first 15 months after diagnosis. Glioblastoma develops from glial cells (astrocytes and oligodendrocytes), grows rapidly, and commonly spreads into nearby brain tissue. Glioblastoma is classified as Grade IV, the highest grade, in the World Health Organization (WHO) brain tumor grading system. The American Brain Tumor Association reports that glioblastoma represents about 15% of all primary brain tumors and approximately 10,000 cases of glioblastoma are diagnosed each year in the U.S. Despite decades of advancements in neuroimaging, neurosurgery, chemotherapy and radiation therapy, only modest improvements have been achieved and the prognosis has not improved for individuals diagnosed with glioblastoma. Median survival is about 11-15 months for adults with more aggressive glioblastoma (IDH-wildtype) who receive standard treatment of surgery, temozolomide, and radiation therapy.

About MN-166 (ibudilast)

MN-166 (ibudilast) is a small molecule compound that inhibits phosphodiesterase type-4 (PDE4) and inflammatory cytokines, including macrophage migration inhibitory factor (MIF). It is in late-stage clinical development for the treatment of neurodegenerative diseases such as ALS (amyotrophic lateral sclerosis), progressive MS (multiple sclerosis), and DCM (degenerative cervical myelopathy); and is also in development for glioblastoma, CIPN (chemotherapy-induced peripheral neuropathy), and substance use disorder. In addition, MN-166 (ibudilast) was evaluated in patients that are at risk for developing acute respiratory distress syndrome (ARDS).

Biogen to Participate in the Cowen 43rd Annual Health Care Conference

On February 20, 2023 Biogen Inc. (Nasdaq: BIIB) reported that Christopher A. Viehbacher, President and Chief Executive Officer, will participate in the Cowen 43rd Annual Health Care Conference. The webcast will be live on Monday, March 6, 2023, at 9:50 a.m. ET. To access the live webcast, please visit the Investors section of Biogen’s website at investors.biogen.com. An archived version of the webcast will be available following the presentation (Press release, Biogen, FEB 20, 2023, View Source [SID1234627410]).

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BRIM Biotechnology strengthens leadership team in preparation for transformational year ahead

On February 19, 2023 BRIM Biotechnology, Inc. (BRIM, TPEx 6885), a clinical-stage company developing novel regenerative therapies to help combat and cure ophthalmology and degenerative joint diseases, reported that Andrew Lin was elected as the new Chairman of the Board on 8th February, 2023, and that the new board has appointed Dr. Wen-Chyi Shyu as the company’s new Chief Executive Officer (CEO) from 1st March, 2023 (Press release, BRIM Biotechnology, FEB 19, 2023, View Source [SID1234627436]). The new leadership team will guide BRIM through what is set to be a transformational year for the company.

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BRIM held an investor conference today to announce the news, as well as to provide an update on the progress of BRM421, the company’s lead asset which has recently entered a US Phase 3 study for dry eye disease (DED), and BRM424, an orphan disease designation (ODD) asset that will enter a US Phase 2 study for neurotrophic keratitis later this year.

BRIM successfully listed on the Taipei Exchange in June last year, and recently completed series E funding, raising $18 million to accelerate the development of its lead asset, BRM421 for DED. Since its establishment in 2013, BRIM has successfully developed a diverse pipeline of novel drug products, all underpinned by the company’s proprietary stem cell regenerative peptide technology (PDSP).

Andrew Lin elected as the new Chairman of the Board

BRIM’s new Chairman, Andrew Lin, is an internationally renowned entrepreneur with a wealth of experience in finance, technology, and biotechnology companies. He is the Chairman of TaiRx, Inc., a Taiwanese drug developer focusing on oncology treatments, and serves as an Independent Board Director for Fubon Insurance. His previous positions include Chairman of Lotus Pharmaceutical, the largest generic drug company listed on the Taiwan Stock Exchange, and Chief Executive Officer of Hasumi Biotechnology International, a global leader in cancer vaccines and immunotherapy. Mr. Lin founded Affinity Capital Fund One, along with Sophia Cheng, the current Chief Investment Officer of Cathay Financial Holdings.

Mr. Lin commented, "I am honored to take on the role as the Chairman of the Board of Directors at BRIM, a company that has already fast-tracked to become a clinical-stage company in less than 10 years, delivering promising clinical data for BRM421. I look forward to working closely with the team and driving forward the strategy to deliver innovation and continued business success."

Dr. Wen-Chyi Shyu appointed as the new CEO

Dr. Shyu will return to Taiwan to lead BRIM through a significant period of international expansion in her role as the new CEO. With extensive corporate management experience at a global scale, she brings a fresh international perspective and a strong pharmaceutical network that will be invaluable to BRIM as the company enters a new period of growth.

Dr. Shyu has served on the scientific advisory board of BRIM since its inception and has more than 30 years of experience in life sciences, bringing a unique combination of technical and commercial knowledge. She has served in a range of global leadership roles for some of the world’s top pharmaceutical companies, including Bristol Myers Squibb and Takeda Pharmaceutical Company. Her capabilities span the entire drug discovery process, from research and development to pre-clinical and clinical drug metabolism, pharmacokinetics, drug development, and life cycle management. She was responsible for over 15 market approvals of new drugs and over 100 IND applications.

Dr. Haishan Jang, the former Chairman and CEO of BRIM, commented, "Dr. Shyu has the international experience and expertise to lead BRIM as it continues to advance late-stage development of our first regenerative peptide therapy for DED, which we are confident will be available for people living with this debilitating chronic condition, in the next 5 years. The new appointments are part of a rigorous and strategic process to bolster BRIM’s growth strategy as the company prepares to expand internationally while continuing to achieve sustainable growth."

Dr. Shyu commented, "Regenerative peptides are an innovative and exciting class of therapies with the potential to deliver disease-modifying treatments that can transform patients’ lives. BRIM has already been highly successful in developing its lead drug candidates and I look forward to working with our dedicated and experienced leadership team to fulfil our mission to bring sustainable and affordable healthcare innovation to the world."

BRIM strengthens its Board and leadership team with several new appointments

Dr. Jang will continue to support the growth of the company in her new role as Chief Global Strategist (CGS), with a focus on accelerating BRIM’s overseas development and international expansion. Dr. Frank W. Lee will continue in the role of Chief Scientific Officer (CSO), leading the company’s RD projects forward and scouting new pipeline leads. The former COO of BRIM, Ms. Mei-Hui Kuo will return to BRIM as COO once again. With over 30 years of operation experience, her expertise will be crucial to helping BRIM navigate a smooth transition into its new phase of growth.

In addition to new Chairman Andrew Lin, BRIM’s new Board members include Haishan Jang, Audrey Tseng, Affinity Capital Fund One, Isaiah Capital LLC., and CIDC Consultants INC. The Independent Directors are Johnsee Lee, Howard Guo and James S. J. Cheng. The new Directors and Independent Directors have a term of office of three years.

With expertise across both translational science and business, the new leadership team will guide BRIM through a significant new period of growth and development as it continues to expedite its rapidly expanding pipeline.

Sorrento Posts Form 8937 to Supplement its Previously Issued “FAQ” Regarding the Dividend of Scilex Holding Company Common Stock (Nasdaq: SCLX, “Scilex”)

On February 19, 2023 Sorrento Therapeutics, Inc. (Nasdaq: SRNE, "Sorrento") reported an IRS Form 8937 (the "Form 8937") to supplement its previously issued "Frequently Asked Questions" document under the "Investors" section of its website at www.sorrentotherapeutics.com regarding its recent dividend to Sorrento stockholders of shares of common stock of Scilex Holding Company ("Scilex") previously held by Sorrento (Press release, Sorrento Therapeutics, FEB 19, 2023, View Source [SID1234627400]).

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The Form 8937 has been filed with the Internal Revenue Service and Sorrento expects to send copies of the form in the coming days to brokerage firms, banks, dealers and similar organizations to whom a dividend confirmation had previously been distributed by Scilex’s transfer agent, Continental Stock Transfer & Trust Company.

After the close of trading on the Nasdaq Capital Market on January 19, 2023, Sorrento issued a distribution of an aggregate of 76,000,000 shares of Scilex common stock to the record holders of Sorrento common stock. Sorrento issued the distribution on a pro rata basis among its stockholders in accordance with each stockholder’s ownership percentage of Sorrento common stock as of the record date. The distribution ratio was 0.1410127 of a share of Scilex common stock for each one share of Sorrento common stock. Fractional shares issued as part of the stock distribution have been paid in cash in lieu of distributing fractional shares. At the time of the filing of the Form 8937, Sorrento estimated that its current and accumulated earnings and profits would be insufficient to characterize the distribution as a dividend. Therefore, the estimate would provide that the distribution of the Scilex common stock would be characterized as non-dividend return of capital.

Sorrento stockholders are urged to consult their own tax advisor as to the particular tax consequences of the distribution of the Scilex common stock, including potential tax consequences under state, local and non-U.S. tax laws. Sorrento is providing the details on the Form 8937 for informational purposes only and not to be considered or construed as legal or tax advice.

The Form 8937 is available here.