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Entry into a Material Definitive Agreement

On September 12, 2022, Sorrento Therapeutics, Inc. ("Sorrento") reported that it entered into a Contribution and Satisfaction of Indebtedness Agreement (the "Debt Exchange Agreement") with Scilex Holding Company, a majority-owned subsidiary of Sorrento ("Scilex"), and Scilex Pharmaceuticals, Inc., an indirect wholly owned subsidiary of Sorrento and direct wholly owned subsidiary of Scilex ("Scilex Pharma") (Filing, 8-K, Sorrento Therapeutics, SEP 12, 2022, View Source [SID1234619555]). The Debt Exchange Agreement relates to certain amounts owed to Sorrento by Scilex and Scilex Pharma, including accrued interest thereon, if any, as of the date of the Debt Exchange Agreement and as additional amounts may be incurred between the date of the Debt Exchange Agreement and the closing of the transactions contemplated by the Merger Agreement (as defined below), for certain loans and other amounts provided (or to be provided) by Sorrento to Scilex and Scilex Pharma (the "Outstanding Indebtedness"), which indebtedness is currently approximately $276,000,000, but which will not exceed $310,000,000 as of immediately prior to the closing of the transactions contemplated by the Merger Agreement.

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Pursuant to the Debt Exchange Agreement, (i) Sorrento agreed to contribute the Outstanding Indebtedness (as set forth in the Debt Exchange Agreement) to Scilex in exchange for the issuance by Scilex to Sorrento of that number of shares of to be designated Series A Preferred Stock, par value $0.0001 per share, of Scilex (subject to adjustment for recapitalizations, stock splits, stock dividends and similar transactions) (the "Shares" and such transaction, the "Contribution") that is equal to (a) the sum of the aggregate amount of the Outstanding Indebtedness plus the amount that is equal to 10% of such aggregate amount of the Outstanding Indebtedness divided by (b) $11.00 (rounded up to the nearest whole share); and (ii) immediately following the Contribution, Scilex agreed to further contribute the portion of such Outstanding Indebtedness that is owed by Scilex Pharma to Sorrento as a capital contribution to Scilex Pharma for no consideration. Further, pursuant to the Debt Exchange Agreement, prior to the Contribution, Scilex agreed to file, with the Secretary of State of the State of Delaware, (1) a Certificate of Amendment to its Amended and Restated Certificate of Incorporation in order to increase the number of authorized shares of preferred stock of Scilex from 20,000,000 shares to 45,000,000 shares; and (2) a certificate of designations, in the form attached as Exhibit B to the Debt Exchange Agreement, to set forth the designations, powers, rights and preferences and qualifications, limitations and restrictions of the Shares. Upon the occurrence of the Contribution and issuance of the Shares to Sorrento, the Outstanding Indebtedness of Scilex and Scilex Pharma owed to Sorrento shall be extinguished in its entirety and shall be of no further force or effect and shall be deemed satisfied in full.

The foregoing description of the Debt Exchange Agreement does not purport to be complete and is qualified in its entirety by reference to the Debt Exchange Agreement, a copy of which is filed with this Current Report on Form 8-K as Exhibit 10.1 hereto and is incorporated herein by reference.

Fierce Biotech Names ReCode Therapeutics as One of its “Fierce 15” Biotech Companies of 2022?

On September 12, 2022 ReCode Therapeutics, a genetic medicines company using superior delivery to power the next wave of mRNA and gene correction therapeutics, reported that Fierce Biotech has named it as one of 2022’s Fierce 15 biotechnology companies, designating it as one of the most promising early-stage biotechnology companies in the industry (Press release, ReCode Therapeutics, SEP 12, 2022, View Source;utm_medium=rss&utm_campaign=fierce-biotech-names-recode-therapeutics-as-one-of-its-fierce-15-biotech-companies-of-2022%25ef%25bf%25bc [SID1234619536]).

"In recent years, we’ve seen major advances in mRNA and gene correction therapeutics. However, their utility has been limited by current delivery systems. Thanks to the pioneering science behind ReCode’s novel selective organ targeting (SORT) lipid nanoparticle (LNP) technology, we are poised to transform the paradigm for genetic medicines with the ability to precisely target and deliver any form or combination of genetic cargo to specific organs and cells, beyond the liver," said Shehnaaz Suliman, M.D., MBA, M.Phil., chief executive officer and board member, ReCode Therapeutics. "It is an honor to be recognized among this distinguished group of Fierce 15 industry innovators."

ReCode is differentiated by its first-in-class modular genetic medicines delivery platform. The company’s selective organ targeting (SORT) lipid nanoparticle technology (LNP) platform is the foundation for its pipeline. Pioneered by co-founder Professor Daniel J. Siegwart, Ph.D., of the University of Texas, and described by Nature as one of the "Seven Technologies to Watch in 2022," ReCode’s SORT LNP platform is an innovation beyond the lipid delivery system used by the mRNA COVID vaccines and novel RNA and gene correction therapeutics.

LNPs are used to package and deliver genetic cargo such as mRNA. When delivered into the blood, first-generation LNPs are primarily taken up by the liver, which limits their utility for broad therapeutic applications. ReCode’s SORT LNPs are engineered with a biochemically distinct fifth lipid to help the body "sort" and direct the LNPs to other targeted organs such as the lung and spleen, with the ability to bypass the liver, if desired.

Beyond its highly selective targeting capability, ReCode’s SORT LNP platform is further distinguished by its versatility in both mode of administration (including IV, inhaled, subcutaneous, intramuscular and intrathecal), and the diversity of genetic cargo that can be delivered (including mRNA, siRNA, DNA, gene correction components and mixed cargoes). Together, these qualities offer vast opportunities to address a wide range of unmet medical needs through a precision medicine approach that delivers the right medicine to the right organs and cells using the optimal mode of administration.

In June, ReCode announced the close of a Series B extension financing round which infused a total investment of $200M to fund the diversification of ReCode’s pipeline into central nervous system, liver, and oncology indications, while continuing to advance ReCode’s lead mRNA programs for primary ciliary dyskinesia and cystic fibrosis into the clinic.

The Fierce 15 celebrates the spirit of being "fierce" – championing innovation and creativity, even in the face of intense competition. This is Fierce Biotech’s 20th annual Fierce 15 selection. An internationally recognized daily report reaching a network of over 450,000 biotech and pharma industry professionals, Fierce Biotech provides subscribers with an authoritative analysis of the day’s top stories. Every year Fierce Biotech evaluates hundreds of early-stage companies from around the world for its annual Fierce 15 list, which is based on a variety of factors such as the strength of its technology, partnerships, venture backers and a competitive market position.

7th CAR-TCR Summit: Development of Safe, Effective and Commercially Viable CAR-T and TCR Therapies

On September 12, 2022 Hypertrust Patient Data Care reported that Numerous industry experts will meet there to share insights on the latest technologies in CAR and TCR therapies (Press release, Hypertrust Patient Data Care, SEP 12, 2022, http://www.hypertrust-patient.com/7th-car-tcr-summit-on-the-development-of-safe-effective-and-commercially-viable-car-and-tcr-therapies [SID1234619531]). Developments in the industry are moving incredibly fast, which is exactly why it’s important to stay up-to-date. At Hypertrust Patient Data Care, we are pleased to be a leading company in providing the end-to-end supply chain management solution that is essential for the support of these therapies. We are aware of our responsibility and ready to look optimistically into the future with our existing solution Hypertrust X-Chain. Our heart beats for making Advanced & Personalized Therapies safer and better.

The event will provide an opportunity to gain comprehensive insight from both established thought leaders and innovators who are bringing breakthrough technologies from the lab to the bedside and from the vein to the vein. We look forward to meeting you there!

About 7th CAR-TCR Summit

Over three main conference days and eight tracks, more than 200 CAR and TCR experts will discuss with you and your colleagues novel allogeneic approaches with improved safety aspects, the latest in vivo genetic techniques, and advances in CMC strategies and analytical development to ensure the development of high-quality cell products.

Codiak Announces Proposed Public Offering of Common Stock and Warrants

On September 12, 2022 Codiak BioSciences, Inc. (Nasdaq: CDAK) ("Codiak"), a clinical-stage biopharmaceutical company pioneering the development of exosome-based therapeutics as a new class of medicines, reported that it intends to offer and sell, subject to market and other conditions, shares of its common stock and accompanying warrants to purchase shares of common stock in an underwritten public offering (Press release, Codiak Biosciences, SEP 12, 2022, View Source [SID1234619525]). Codiak intends to grant the underwriters a 30-day option to purchase up to an additional 15% of the shares of its common stock and warrants to purchase shares of common stock offered in the public offering, at the public offering price, less underwriting discounts and commissions. All the securities to be sold in the proposed offering will be sold by Codiak. The offering is subject to market and other conditions, and there can be no assurances as to whether or when the offering may be completed, or as to the actual size and terms of the offering.

Jefferies is acting as the sole book-running manager for the offering.

The securities are being offered by Codiak pursuant to a shelf registration statement on Form S-3 (File No. 333-260781) that was previously filed with the Securities and Exchange Commission (the "SEC") and declared effective on November 15, 2021. A preliminary prospectus supplement relating to the offering will be filed with the SEC. When available, copies of the preliminary prospectus supplement and the accompanying prospectus relating to these securities may be obtained from the SEC’s website at View Source or by contacting Jefferies LLC, Attention: Equity Syndicate Prospectus Department, 520 Madison Avenue, 2nd Floor, New York, NY 10022, or by telephone at (877) 821-7388, or by email at [email protected].

This press release shall not constitute an offer to sell or a solicitation of an offer to buy these securities, nor shall there be any offer or sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.

Alnylam Announces Proposed Offering of $900 Million Convertible Senior Notes

On September 12, 2022 Alnylam Pharmaceuticals, Inc. ("Alnylam") (Nasdaq: ALNY), the leading RNAi therapeutics company, reported that it has commenced a private offering of $900 million aggregate principal amount of convertible senior notes due 2027 (the "notes") to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act of 1933, as amended (the "Securities Act") (Press release, Alnylam, SEP 12, 2022, View Source [SID1234619523]). In connection with this offering, Alnylam expects to grant the initial purchasers of the notes an option to purchase, for settlement within a 13-day period beginning on, and including, the date on which the notes are first issued, up to an additional $135 million aggregate principal amount of the notes. The offering of the notes is subject to market and other conditions and there can be no assurance as to whether or when the offering may be completed, or as to the actual size or terms of the offering.

The notes will be senior, unsecured obligations of Alnylam, will accrue interest payable semi-annually in arrears and will mature on September 15, 2027, unless earlier converted, redeemed or repurchased. Noteholders will have the right to convert their notes in certain circumstances and during specified periods. Alnylam will settle conversions by paying or delivering, as applicable, cash, shares of its common stock, par value $0.01 per share ("common stock"), or a combination of cash and shares of its common stock, at Alnylam’s election. The notes will be redeemable, in whole or in part (subject to certain limitations), for cash at Alnylam’s option at any time, and from time to time, on or after September 20, 2025 and on or before the 21st scheduled trading day immediately preceding the maturity date, if the last reported sale price per share of Alnylam’s common stock exceeds 130% of the conversion price for a specified period of time. The redemption price will be equal to the principal amount of the notes to be redeemed, plus accrued and unpaid interest, if any, to, but excluding, the redemption date. The interest rate, initial conversion rate and other terms of the notes will be determined at the pricing of the offering.

In connection with the pricing of the notes, Alnylam expects to enter into privately negotiated capped call transactions with one or more of the initial purchasers or their respective affiliates or other financial institutions (the "option counterparties"). The capped call transactions are expected generally to reduce potential dilution to Alnylam’s common stock upon conversion of any notes and/or offset any potential cash payments Alnylam is required to make in excess of the principal amount of converted notes, as the case may be, with such reduction and/or offset subject to a cap.

Alnylam has been advised that, in connection with establishing their initial hedges of the capped call transactions, the option counterparties or their respective affiliates expect to purchase shares of Alnylam’s common stock and/or enter into various derivative transactions with respect to Alnylam’s common stock concurrently with or shortly after the pricing of the notes. This activity could increase (or reduce the size of any decrease in) the market price of Alnylam’s common stock or the notes at that time. In addition, the option counterparties or their respective affiliates may modify their hedge positions by entering into or unwinding various derivatives with respect to Alnylam’s common stock and/or purchasing or selling Alnylam’s common stock or other securities of Alnylam in secondary market transactions following the pricing of the notes and prior to the maturity of the notes (and are likely to do so during any observation period related to a conversion of notes). This activity could cause or avoid an increase or a decrease in the market price of Alnylam’s common stock or the notes, which could affect the ability of holders to convert the notes and, to the extent the activity occurs following conversion or during any observation period related to a conversion of notes, it could affect the amount and value of the consideration that holders will receive upon conversion of the notes.

Alnylam intends to use a portion of the net proceeds from the offering to pay the cost of the capped call transactions. If the initial purchasers exercise their option to purchase additional notes, Alnylam expects to use a portion of the net proceeds from the sale of the additional notes to enter into additional capped call transactions. In addition, Alnylam intends to use approximately $762.0 million of the net proceeds from the offering to repay borrowings and accrued and unpaid interest, and to pay the prepayment premium, under and terminate its current credit agreement, and the remainder of the net proceeds for general corporate purposes.

The notes will be offered only to persons reasonably believed to be qualified institutional buyers pursuant to Rule 144A under the Securities Act. The offer and sale of the notes and any shares of common stock issuable upon conversion of the notes have not been, and will not be, registered under the Securities Act or any other securities laws, and the notes and any such shares cannot be offered or sold absent registration or except pursuant to an applicable exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and any other applicable securities laws.

This press release does not constitute an offer to sell, or the solicitation of an offer to buy, the notes or any shares of common stock issuable upon conversion of the notes, nor will there be any sale of the notes or any such shares, in any state or other jurisdiction in which such offer, sale or solicitation would be unlawful.