Sorrento Therapeutics, Inc. (Nasdaq: SRNE, "Sorrento") announced
today that it has completed the acquisition of ACEA Therapeutics
Inc. (“ACEA”).
The merger was completed on June 1, 2021 and at
such time, ACEA became a wholly owned subsidiary of Sorrento. The
total value of the consideration payable to the holders of
securities of ACEA in the merger was $38,000,000, subject to
certain adjustments for interest expenses, indebtedness,
transaction expenses and cash. In total, 5,519,469 shares of
Sorrento common stock were issued at closing in satisfaction of
certain outstanding indebtedness of ACEA. In addition to the
foregoing consideration, and subject to the achievement of certain
clinical and sales milestones (as described below), Sorrento will
pay the ACEA equity holders (i) up to $450,000,000 in additional
payments, subject to the receipt of certain regulatory approvals
and achievement of certain net sales targets with respect to the
assets acquired in the merger and (ii) with respect to specified
royalty-bearing products, five to ten percent of the annual net
sales thereof, in each case in accordance with the terms of an
earn-out agreement. The amount referenced in clause (i) of the
preceding sentence includes the amounts that would have otherwise
been due to ACEA under that certain License Agreement, dated July
13, 2020, which agreement terminated in its entirety at the
effective time of the merger.
“This is a value-inflection acquisition for
Sorrento as we bring in multiple NCE drug product candidates,
including the previously licensed Abivertinib as an anchoring small
molecule drug product for treating many different cancers and
autoimmune diseases,” said Henry Ji, Ph.D., Chairman and Chief
Executive Officer of Sorrento. “With broad-spectrum and synergistic
infrastructures and expertise in pharmaceutical and biological drug
discovery, development and manufacturing, and expanded geographic
coverage in China and North America, we envision Sorrento becoming
a leading biopharmaceutical company to develop and commercialize
innovative medicines that will save and improve lives
globally.”
“With perfectly aligned missions, ACEA and
Sorrento are both committed to developing innovative drugs and
providing therapeutic solutions for unmet medical needs. The
successful integration of ACEA small molecule drug pipelines to
Sorrento large molecule and cell therapy platforms will
significantly strengthen and facilitate the innovative drug
development in the field of cancer and autoimmune diseases,” said
Xiao Xu, M.D, President of ACEA Therapeutics.
About Sorrento Therapeutics, Inc.
Sorrento is a clinical stage, antibody-centric,
biopharmaceutical company developing new therapies to treat cancers
and COVID-19. Sorrento's multimodal, multipronged approach to
fighting cancer is made possible by its extensive immuno-oncology
platforms, including key assets such as fully human antibodies
(“G-MAB™ library”), clinical stage immuno-cellular therapies
(“CAR-T”, “DAR-T™”), antibody-drug conjugates (“ADCs”), and
clinical stage oncolytic virus (“Seprehvir™”). Sorrento is also
developing potential antiviral therapies and vaccines against
coronaviruses, including COVIGUARD™, COVI-AMG™, COVISHIELD™,
Gene-MAb™, COVI-MSC™ and COVIDROPS™; and diagnostic test solutions,
including COVITRACK™, COVISTIX™ and COVITRACE™.
Sorrento's commitment to life-enhancing
therapies for patients is also demonstrated by our effort to
advance a first-in-class (TRPV1 agonist) non-opioid pain management
small molecule, resiniferatoxin (“RTX”), and SP-102 (10 mg,
dexamethasone sodium phosphate viscous gel) (SEMDEXA™), a novel,
viscous gel formulation of a widely used corticosteroid for
epidural injections to treat lumbosacral radicular pain, or
sciatica, and to commercialize ZTlido® (lidocaine topical system)
1.8% for the treatment of post-herpetic neuralgia. RTX has
completed a Phase 1B trial for intractable pain associated with
cancer and a Phase 1B trial in osteoarthritis patients. SEMDEXA is
in a pivotal Phase 3 trial for the treatment of lumbosacral
radicular pain, or sciatica. ZTlido® was approved by the FDA on
February 28, 2018.
For more information visit
www.sorrentotherapeutics.com.
About ACEA Therapeutics Inc.
ACEA Therapeutics is committed to developing and
delivering innovative treatments to improve the lives of patients
with life-threatening diseases. ACEA has expanded drug discovery
efforts to encompass development in both targeted and immunotherapy
areas. Alongside a robust R&D organization, ACEA has
established drug manufacturing and commercial capabilities in China
to support its long-term growth. This infrastructure provides ACEA
greater control over drug supply chain to make sure products are
delivered to patients on-time and at the highest quality. ACEA is
well positioned to deliver on its promise to bring innovative
treatments to patients living with life-threatening diseases while
creating value for shareholders, employees, and society.
For more information visit
www.aceatherapeutics.com
Forward-Looking Statements
This press release and any statements made for
and during any presentation or meeting contain forward-looking
statements related to Sorrento Therapeutics, Inc., under the safe
harbor provisions of Section 21E of the Private Securities
Litigation Reform Act of 1995 and subject to risks and
uncertainties that could cause actual results to differ materially
from those projected. Forward-looking statements include statements
regarding the potential effects that the acquisition of ACEA may
have on Sorrento’s business and product candidate pipeline;
Sorrento’s ability to combine ACEA’s technology with Sorrento’s
technology and manufacturing capabilities; and Sorrento’s potential
position in the biopharmaceutical industry. Risks and uncertainties
that could cause our actual results to differ materially and
adversely from those expressed in our forward-looking statements
include, but are not limited to: potential adverse reactions or
changes to business relationships resulting from the completion of
the merger; unexpected costs, charges or expenses resulting from
the merger; risks related to Sorrento's technologies and prospects,
including, but not limited to: risks related to seeking regulatory
approvals; clinical development risks, including risks in the
progress, timing, cost, and results of clinical trials and product
development programs; risk of difficulties or delays in obtaining
regulatory approvals; risks that clinical study results may not
meet any or all endpoints of a clinical study and that any data
generated from such studies may not support a regulatory submission
or approval; risks that prior test, study and trial results may not
be replicated in future studies and trials; risks of manufacturing
and supplying drug product; risks related to leveraging the
expertise of its employees, subsidiaries, affiliates and partners
to assist Sorrento in the execution of its therapeutic antibody
product candidate strategies; risks related to the global impact of
COVID-19; and other risks that are described in Sorrento's most
recent periodic reports filed with the Securities and Exchange
Commission, including Sorrento's Annual Report on Form 10-K for the
year ended December 31, 2020, and subsequent Quarterly Reports on
Form 10-Q filed with the Securities and Exchange Commission,
including the risk factors set forth in those filings. Investors
are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of the date of this release and we
undertake no obligation to update any forward-looking statement in
this press release except as required by law.
Media and Investor Relations
ContactAlexis Nahama, DVM (SVP Corporate
Development)Email: mediarelations@sorrentotherapeutics.com
Sorrento® and the Sorrento logo are registered
trademarks of Sorrento Therapeutics, Inc.
G-MAB™, DAR-T™, SOFUSA™, COVIGUARD™, COVI-AMG™,
COVISHIELD™, Gene-MAb™, COVIDROPS™, COVI-MSC™, COVITRACK™,
COVITRACE™ and COVISTIX™ are trademarks of Sorrento Therapeutics,
Inc.
SEMDEXA™ is a trademark of Semnur
Pharmaceuticals, Inc.
ZTlido® is a registered trademark owned by
Scilex Pharmaceuticals Inc.
All other trademarks are the property of their
respective owners.
©2021 Sorrento Therapeutics, Inc. All Rights
Reserved.
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