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SORRENTO THERAPEUTICS, INC. Form 8-K (Jan. 27, 2020)

Summary

Current report on Form 8-K for an event dated January 27, 2020, filed by Sorrento Therapeutics, Inc. Under Item 8.01, the report states that a January 27, 2020 press release announced that the Board of Directors unanimously rejected the non-binding proposal received on January 9, 2020 to acquire a majority or all of the issued and outstanding shares for up to $7.00 per share (Exhibit 99.1). A second press release of the same date announced positive results of multiple resiniferatoxin (RTX) pre-pivotal (phase 1b/2) clinical studies, which will be presented at two upcoming pain conferences (Exhibit 99.2). Henry Ji signed on January 27, 2020.

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“SORRENTO THERAPEUTICS, INC. Form 8-K (Jan. 27, 2020).” Original at www.sec.gov. Archived at Pandemic Darlings, https://pandemicdarlings.com/source-documents/sec-srne-8-k-filed2020-01-27-0001104659-20-006911-b2f4d3e0aa/, SHA-256 53ab650a77cffeb413e059e443ac955a67bba46f0a680858a231d320ddded3aa.

Full text

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event
reported): January 27, 2020

SORRENTO THERAPEUTICS, INC.

(Exact Name of Registrant as Specified
in its Charter)

Delaware | 001-36150 | 33-0344842
(State or Other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.)

4955 Directors Place

San Diego , CA 92121

(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number,
including area code: ( 858 ) 203-4100

N/A

(Former Name, or Former Address, if Changed
Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended
to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities Registered pursuant to Section 12(b) of the Act:

Title of each class | Trading Symbol | Name of each exchange on which registered
Common Stock, $0.0001 par value | SRNE | The Nasdaq Stock Market LLC

Indicate by check mark whether the registrant is an emerging
growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities
Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the
registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards
provided pursuant to Section 13(a) of the Exchange Act. ¨

Item 8.01. Other Events.

On January 27, 2020, Sorrento Therapeutics,
Inc. (the “Company”) issued a press release announcing that its Board of Directors has unanimously rejected the non-binding
proposal the Company received on January 9, 2020 to acquire a majority or all of the issued and outstanding shares of the Company
for up to $7.00 per share. A copy of the press release is filed herewith as Exhibit 99.1 to this Current Report on Form 8-K and
incorporated herein by reference.

On January 27, 2020, the Company issued
an additional press release announcing the positive results of multiple resiniferatoxin (RTX) pre-pivotal (phase 1b/2) clinical
studies, which will be presented at two upcoming pain conferences. A copy of the press release is filed herewith as Exhibit 99.2
to this Current Report on Form 8-K and incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibit.

99.1 | Press Release regarding rejection of acquisition proposal, dated January 27, 2020.
99.2 | Press Release regarding positive results of resiniferatoxin (RTX) pre-pivotal (phase 1b/2) clinical studies, dated January 27, 2020.

SIGNATURES

Pursuant to the requirements of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

SORRENTO THERAPEUTICS, INC.
Date: January 27, 2020 | By: | /s/ Henry Ji, Ph.D.
Name: Henry Ji, Ph.D.
Title: Chairman of the Board, President and Chief Executive Officer

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