Semnur Acquisition

On March

2019

, the Company completed the Merger of Semnur. At the closing of the Merger of Semnur, the Company issued to the holders of Semnur’s capital stock and options to purchase Semnur’s common stock, upfront consideration with a value of $

70.0

million. The upfront consideration was comprised of the following: (a) a cash payment of approximately $

15.0

million, and (b) $

55.0

million of shares of the Company’s common stock

(47,039,315

shares issued and

352,972

shares issuable, valued at $

1.16

per share) (the “Stock Consideration”). Following the issuance of the Stock Consideration, Sorrento ownership in the Company diluted to approximately

% of the Company’s issued and outstanding capital

stock.

Pursuant to the Merger Agreement, and upon the terms and subject to the conditions contained therein, the Company also agreed to pay the holders of Semnur equity (the “Semnur Equityholders”) up to $

280.0

million in aggregate contingent cash consideration based on the achievement of certain milestones, comprised of a $

40.0

million payment that will be due upon obtaining the first approval of a New Drug Application (“NDA”) of a Semnur product by the U.S. Food and Drug Administration (the “FDA”) and additional payments that will be

due upon the achievement of certain amounts of net sales of Semnur products, as follows: (1) a

20.0

million

payment upon the achievement of $

100.0

million in cumulative net sales of a Semnur product,

(2)

a $

20.0

million payment upon the achievement of $

250.0

million in cumulative net sales of a Semnur product,

(3)

a $

50.0

million payment upon the achievement of $

500.0

million in cumulative net sales of a Semnur product, and

(4)

a $

150.0

million payment upon the achievement of $

750.0

million in cumulative net sales of a Semnur

product.

On August

2019

, the Company entered into an amendment to the Merger Agreement to provide that, following the consummation of the Company’s first bona fide equity financing with

one

or more third-party financing sources on an arms’ length basis with gross proceeds to the Company of at least $

40.0

million, certain of the former Semnur optionholders will be paid cash in lieu of:

(1)

the

352,972

shares of the Company’s common stock otherwise issuable to such former Semnur optionholders pursuant to the Merger Agreement, and

(2)

any shares that would otherwise be issued to such former Semnur optionholders upon release of shares held in escrow pursuant to the Merger Agreement, with such shares in each case valued at $

1.16

per share. The amendment resulted in a reclassification of $

0.4

million from additional

paid-in

capital to accrued

liabilities.

March 2019

, the Semnur Equityholders that received the Stock Consideration were required to sign an Exchange and Registration Rights Agreement with the Company (the “Exchange Agreement”). Pursuant to the Exchange Agreement, and upon the terms and subject to the conditions contained therein, if within

months following the closing of the Merger,

100

% of the outstanding equity of the Company has not been acquired by a third party or the Company has not entered into a definitive agreement with respect to, or otherwise consummated, a firmly underwritten offering of the Company capital stock on a major stock exchange that meets certain requirements, then holders of the Stock Consideration may collectively elect to exchange, during the

60-day

period commencing the date that is the

month anniversary of the Closing (the “Share Exchange”), the Stock Consideration for shares of Sorrento’s common stock with a value of $

55.0

million based on a price per share of Sorrento’s common stock equal to the greater of (a) the

30-day

trailing volume weighted average price of

one

share of Sorrento’s common stock as reported on The Nasdaq Stock Market LLC as of the consummation of the Share Exchange and (b) $

5.55

(subject to adjustment for any stock dividend, stock split, stock combination, reclassification or similar transaction) (the “Exchange Price”). Pursuant to an amendment to the Exchange Agreement entered into by Sorrento on September

2020

, on October

2020

, Sorrento paid $

55.0

million in cash to the Semnur Equityholders in lieu of issuing $

55.0

million of shares of Sorrento’s common stock at the Exchange Price. Following the completion of the Share Exchange and as of December

2020

, Sorrento held approximately

82.3

% of the outstanding common stock of the Company. On January

2021

, Sorrento acquired additional shares of the Company, resulting in Sorrento holding approximately

99.97

% of the outstanding common stock of the

Company.

The

March 2019

transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in the single asset,

SP-102.

As a result, approximately $

75.3

million was expensed as a component of acquired

in-process

research and development during the year ended

December 31, 2019.

contingent consideration was recorded as of September

2022

and December

2021

since the related regulatory approval milestones are not deemed probable until they actually occur.

SP-104

Acquisition

On May 12, 2022, the Company entered into a bill of sale and assignment and assumption agreement (the “Bill of Sale”), with Sorrento. Pursuant to the Bill of Sale, Sorrento sold, conveyed, assigned and transferred to the Company all of its rights, title and interest in and to Sorrento’s Delayed Burst Release Low Dose Naltrexone

(“DBR-LDN”)

asset and intellectual property rights, for the treatment of chronic pain, fibromyalgia and chronic post- COVID syndrome (collectively, the

“SP-104

Assets”). These assets had previously been acquired by Sorrento from Aardvark Therapeutics, Inc. (“Aardvark”) in April 2021 pursuant to an asset purchase agreement (the “Aardvark Asset Purchase Agreement”). Pursuant to the Bill of Sale, the Company assumed all of Sorrento’s rights, liabilities and obligations under the Aardvark Asset Purchase Agreement (the

“SP-104

Acquisition”).

consideration for the

SP-104

Acquisition, the Company issued a promissory note in the aggregate principal amount of $

5.0

million to Sorrento (the “

2022

Promissory Note”). Upon issuance of the note, the Company recorded a related party note payable liability of $

4.1

million, net of discount, with an offset to additional paid in capital, given the common control relationship between Sorrento and the Company. The

2022

Promissory Note matures

seven years

from the date of issuance and bears interest at the rate equal to the lesser of (a)

2.66

% simple interest per annum and (b) the maximum interest rate permitted under law. The

2022

Promissory Note is payable in cash, shares of the Company’s common stock or any combination thereof, at the Company’s sole discretion, and may be prepaid in whole or in part at any time without

penalty.

As the successor to the Aardvark Asset Purchase Agreement, the Company is obligated to pay Aardvark (i) $

3,000,000

, upon initial approval by the FDA of a new drug application for the

SP-104

Assets (which amount may be paid in shares of the Company’s common stock or cash, in the Company’s sole discretion) (the “Development Milestone Payment”) and (ii) $

20,000,000

, in cash, upon achievement of certain net sales by the Company of a commercial product that uses the

SP-104

Assets.

The Company will also pay Aardvark certain royalties in the single digits based on percentages of annual net sales by the Company of a commercial product that uses the

SP-104

Assets. The transaction was accounted for as an asset acquisition as substantially all the value of the gross assets was concentrated in a single asset,

SP-104

Assets. The contingent milestones and sale volume-based future royalties were determined to meet a scope exception for derivative under ASC Topic

815

, Derivatives and Hedging, and will not be recognized until the contingencies are realized in accordance with the Company’s accounting policy for contingent consideration in an asset acquisition.

contingent consideration was recognized at September

2022.

Tien-Li

Lee, MD, a member of the board of directors of the Company, is the founder and chief executive officer of Aardvark. Kim D. Janda, Ph.D., a member of the Board of Directors of Sorrento, is a member of the advisory board of

Aardvark.

GLOPERBA License Agreement

On June

2022

, the Company entered into a license agreement (the “Romeg License Agreement”) with RxOmeg Therapeutics, LLC (a/k/a Romeg Therapeutics, Inc.) (“Romeg”). Pursuant to the Romeg License Agreement, among other things, Romeg granted the Company (a) a transferable license, with the right to sublicense, under the patents and

know-how

specified therein (with such license to

know-how

being exclusive for the limited purposes specified therein) to (i) commercialize the pharmaceutical product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed Product” or “GLOPERBA”) in the United States of America (including its territories) (the “Territory”), (ii) develop other products comprising the Initial Licensed Product as an active pharmaceutical ingredient (the “Licensed Products”) and commercialize any such products and (iii) manufacture Licensed Products anywhere in the world, solely for commercialization in the Territory and (b) an exclusive, transferable license, with right to sublicense, to use the trademark GLOPERBA and logos, designs, translations, and modifications thereof in connection with the commercialization of the Initial Licensed Product solely in the Territory. The Initial Licensed Product, GLOPERBA, was approved and made available in the

United States in 2020.

As consideration

for the license under the Romeg License Agreement, the Company paid Romeg an

up-front

license fee of $

2.0

million, and has agreed to pay Romeg (a) upon the Company’s achievement of certain net sales milestones, certain milestone payments in the aggregate amount of up to $

13.0

million, (b) certain royalties in the

mid-single

digit to

low-double

digit percentages based on annual net sales of the Licensed Product by the Company during the applicable royalty term under the Romeg License Agreement, and (c) minimum quarterly royalty payments totaling $

7.1

million commencing on the first year anniversary of the effective date of the Romeg License Agreement and ending on the later of (i) expiration of the last to expire of the licensed patents covering the Licensed Products in the Territory or (ii) the tenth anniversary of the effective date of the Romeg License Agreement.

The transaction was accounted for as an asset acquisition since substantially all the value of the gross assets was concentrated in a single asset, which is the Initial Licensed Product. In connection with the Romeg License Agreement, the Company recorded an intangible asset for acquired licenses of $

5.7

million, which is comprised of the upfront license fee of $

2.0

million and a deferred consideration of $

3.7

million that is the present value of the future minimum royalty payments and immaterial transaction costs. The contingent s

ale

s milestones and sales volume-based future royalties were determined to meet a scope exception for derivative under ASC Topic

815

, and will not be recognized until the contingencies are realized.

contingent consideration was recognized as a liability or included in the fair value of the asset as of September

2022

. The Company determined the useful life of the intangible asset to be approximately

15 years

, which approximates the life of the licensed patents covering the Initial Licensed Product.