Previously Announced Contingent Resignations are No Longer Effective
As previously disclosed by the Company, on February 13, 2023, Sorrento Therapeutics, Inc. (“Sorrento”), together with its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc., commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). In connection with such proceedings, Sorrento had previously entered into that certain Stock Purchase Agreement, dated as of August 7, 2023, as amended pursuant to that First Amendment to Stock Purchase Agreement, dated as of August 9, 2023, and that Second Amendment to Stock Purchase Agreement, dated as of August 21, 2023 (collectively, the “Stalking Horse Stock Purchase Agreement”), with Oramed Pharmaceuticals Inc. (“Oramed”) relating to, among other things, the purchase and sale (the “Oramed Transaction”) of certain equity securities of the Company that were held by Sorrento. The Oramed Transaction pursuant to the Stalking Horse Stock Purchase Agreement was terminated.
As previously disclosed in the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on August 31, 2023, the Company announced that (i) Henry Ji, Ph.D. had been removed from the Board by the chief restructuring officer on behalf of Sorrento in its pending bankruptcy proceedings, as the holder of a majority in voting power of the then-outstanding shares of stock of the Company entitled to vote generally in the election of directors and (ii) certain officers and directors of the Company had notified the Board that they were resigning or retiring, as applicable, from their respective positions as directors or officers of the Company and any subsidiary of the Company, effective as of and contingent upon the closing of the Oramed Transaction. The Oramed Transaction referenced above terminated on September 21, 2023 and therefore the resignations of the following directors and officers did not become effective: Henry Ji, Ph.D., who will remain an executive of the Company, Jaisim Shah, who will continue as the Company’s Chief Executive Officer and President and as a member of the Board, and Dorman Followwill and David Lemus, each of whom will continue as members of the Board.
Appointment of Directors
Effective September 22, 2023, the Board appointed Jay Chun, M.D., Ph.D. as a Class II director of the Company, Henry Ji, Ph.D. as a Class III director and Yue Alexander Wu, Ph.D. as a Class II director. As Class II Directors, Dr. Chun’s and Dr. Wu’s initial terms will expire at the annual meeting of the Company’s stockholders to be held in 2024. As a Class III Director, Dr. Ji’s initial term will expire at the annual meeting of the Company’s stockholders to be held in 2025.
Effective September 22, 2023, Dr. Wu was appointed to the Compensation Committee of the Board, Audit Committee of the Board and Nominating and Corporate Governance Committee of the Board. Effective September 22, 2023, Dr. Chun and Dr. Ji were appointed to the Commercialization and Transaction Committee of the Board.
Jay Chun, M.D., Ph.D., age 59, has served as the Chief of Neurosurgery and Director of the Atlantic Health Spine Center at Overlook Medical Center at Atlantic Health System since September 2015. Dr. Chun has served as a member of the Company’s Scientific Advisory Board since August 2021 and previously served as a member of Celularity, Inc.’s (Nasdaq: CELU) Scientific Advisory Board from September 2020 to January 2023. Dr. Chun completed his M.D. and Ph.D. at Columbia University College of Physicians and Surgeons. His neurosurgical residency was completed at the University of California at San Francisco, followed by specialization in the discipline of complex and minimally invasive spine surgery at Emory in Atlanta, Georgia. Dr. Chun is board certified and specializes in complex and minimally invasive spine surgery as well as artificial discs. While a member of the Columbia University faculty from June 1995 to June 1997, Dr. Chun worked in the field of biotechnology. He has received many honors including Medical Research Fellowships from the National Institutes of Health (NIH), working with the late Nobel Laureate Marshall Nirenberg. He received his Ph.D. with Richard Axel, a recipient of the 2004 Nobel Prize. In honor of his stem cell research, he received the NIH Individual National Research Service Award.
Henry Ji, Ph.D., age 59, previously served as the Company’s Executive Chairperson and a member of its Board from November 2022 to August 2023. Prior to that, he served as the pre-business combination Scilex Holding Company’s (now Scilex, Inc.) Executive Chairperson and a board member from March 2019 to November 2022. Dr. Ji has served on the board of directors of Scilex Pharmaceuticals, Inc., a wholly owned subsidiary of the Company (“Scilex Pharma”), since November 2016 and he served as the Chief Executive Officer of Scilex Pharma from November 2016 to March 2019. He co-founded and has served as a director of Sorrento Therapeutics, Inc. since January 2006, served as its Chief Scientific Officer from November 2008 to September 2012, as its Interim Chief Executive Officer from
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