Thursday, October 12, 2017 5:35:40 PM
https://stocknews.com/news/srne-mcmillan-analysis-corp-sorrento-therapeutics-srne-has-double/
$200M Takeover
https://www.wsj.com/articles/sorrento-subsidiary-acquires-semnur-for-up-to-200m-1471378745?mod=yahoo_hs
Item 1.01. Entry into a Material Definitive Agreement.
On August 15, 2016, Sorrento Therapeutics, Inc. (“Sorrento”), Scintilla Pharmaceuticals, Inc., a subsidiary of Sorrento (“Scintilla”), and Semnur Pharmaceuticals, Inc. (“Semnur”) entered into a binding term sheet (the “Binding Term Sheet”) setting forth the terms and conditions by which Scintilla will, through a subsidiary, purchase all of the issued and outstanding equity of Semnur (the “Acquisition”). Contingent upon the execution of a definitive agreement between the parties (the “Definitive Agreement”) and subject to certain conditions, Scintilla will, at the closing of the Acquisition (the “Closing”), make an initial payment of $60,000,000 (the “Initial Consideration”) to the equityholders of Semnur in exchange for all of the issued and outstanding equity of Semnur. The Initial Consideration will consist of $40,000,000 in cash and $20,000,000 in shares of common stock of Sorrento (the “Stock Consideration”). The number of shares of Sorrento common stock comprising the Stock Consideration will be calculated based on the volume weighted average closing price of Sorrento’s common stock for the 30 consecutive trading days ending on the date that is three days prior to the execution of the Definitive Agreement. $6,000,000 of the Stock Consideration will be placed into escrow, a portion of which will be held for a period of up to six or 12 months to secure certain obligations of Semnur and its equityholders in connection with the Acquisition. At the Closing, Sorrento will enter into a registration rights agreement with certain of Semnur’s equityholders, pursuant to which Sorrento will grant such equityholders customary demand and piggyback registration rights with respect to the shares of Sorrento common stock comprising the Stock Consideration.
In addition to the Initial Consideration, Scintilla may pay additional consideration of up to $140,000,000 to Semnur’s equityholders upon Scintilla’s completion of certain clinical studies and trials, receipt of certain regulatory approvals and the achievement of certain sales targets following the Closing.
https://www.sec.gov/Archives/edgar/data/850261/000119312516683421/d158130d8k.htm
Item 1.02. Termination of a Material Definitive Agreement.
On October 6, 2017, that certain Binding Term Sheet, dated as of August 15, 2016, by and among Sorrento Therapeutics, Inc. (“Sorrento”) and Scintilla Pharmaceuticals, Inc., a subsidiary of Sorrento (“Scintilla”), and Semnur Pharmaceuticals, Inc. (“Semnur”), setting forth the terms and conditions by which Scintilla would, through a subsidiary, purchase all of the issued and outstanding equity of Semnur, was terminated, effective immediately.
https://www.sec.gov/Archives/edgar/data/850261/000114420417051709/v476621_8k.htm
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