Oramed Pharmaceuticals Inc. (NasdaqCM:ORMP) entered into a Stalking Horse Stock Purchase Term Sheet to acquire a 40.17% stake in Scilex Holding Company (NasdaqCM:SCLX) from Sorrento Therapeutics, Inc. (OTCPK:SRNE.Q) for approximately $110 million on August 4, 2023. Oramed Pharmaceuticals Inc. entered into a Stalking Horse Agreement to acquire a 40.17% stake in Scilex Holding Company from Sorrento Therapeutics, Inc. on August 7, 2023. Oramed to purchase 59,726,737 shares of common stock of Scilex and 29,057,096 shares of Series A preferred stock of Scilex under the transaction. As a part of consideration, Oramed will provide a non-amortizing super-priority debtor-in-possession term loan financing facility in an aggregate principal amount of $100 million (the ?Replacement DIP Facility?) and remaining consideration in cash. Oramed Pharmaceuticals Inc. will receive a a break-up fee in the amount of $3,412,500, in case of termination. Oramed will be capitalized with sufficient debt and equity capital to fund the cash portion of the Purchase Price. Term Sheet is subject to a final definitive documentation to be negotiated in good faith between the parties, authorization and approval by the United States Bankruptcy Court for the Southern District of Texas,all HSR filing and waiting periods applicable to the Sale shall have expired or been terminated, all other governmental and regulatory approvals, if any, shall have been obtained, parties shall have entered into a new Registration Rights Agreement, approval of board of directors of Scilex and satisfaction or waiver of the other Closing Conditions. The proposed transaction will not be subject to a financing contingency.

The stalking horse agreement with Oramed is subject to an auction and the submission of higher or otherwise better offers. Any parties interested in bidding for the Scilex Stock should email Sorrento's investment banker (Moelis & Company LLC) as soon as possible to indicate their interest and discuss required bid materials. To the extent Sorrento receives any qualified bids that are higher or otherwise better than Oramed's bid by August 11, 2023, at 5:00 p.m. (ET), Sorrento will hold an auction for the Scilex Stock on August 14, 2023. The U.S. Bankruptcy Court for the Southern District of Texas (the "Bankruptcy Court") approved the transaction on August 8, 2023. Transaction is expected to be completed by or before September 15, 2023. Scilex Holding Company anticipates that the transaction will close on or before September 30, 2023.

Latham & Watkins LLP and Jackson Walker LLP are serving as legal counsel to Sorrento. M3 Partners is serving as restructuring advisor. Moelis & Company LLC is serving as financial advisor and investment banker. H.C. Wainwright & Co. acted as financial and capital markets advisor to Oramed.