SORRENTO THERAPEUTICS, INC. Form 8-K (Feb. 10, 2020)

Summary

Current report on Form 8-K for an event dated February 10, 2020, filed by Sorrento Therapeutics, Inc. Under Item 1.01, the report states that on February 10, 2020, Sorrento entered into a Common Stock Purchase Agreement with Aspire Capital Fund, LLC, which is committed to purchase up to an aggregate of $75.0 million of common stock over the 24-month term. On execution, Sorrento sold 2,991,027 shares at $2.5075 per share, for $7,500,000, and issued 897,308 commitment shares. The report states that Aspire Capital has no right to require any sales by Sorrento, and that a Registration Rights Agreement was entered into the same day. Henry Ji signed on February 10, 2020.

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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): February 10, 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 1.01. Entry into a Material Definitive
Agreement.

Purchase Agreement and Registration Rights Agreement with
Aspire Capital

On February 10, 2020, Sorrento Therapeutics, Inc. (the
“Company”) entered into a Common Stock Purchase Agreement (the “Purchase Agreement”) with Aspire
Capital Fund, LLC, an Illinois limited liability company (“Aspire Capital”), pursuant to which Aspire Capital is
committed to purchase up to an aggregate of $75.0 million of shares of the Company’s common stock (“Common
Stock”) over the 24-month term of the Purchase Agreement on the terms set forth therein (the “Offering”).
Upon execution of the Purchase Agreement, the Company issued and sold to Aspire Capital under the Purchase Agreement
2,991,027 shares of Common Stock at a price per share of $2.5075, for an aggregate purchase price of $7,500,000 (the
“Initial Shares”).

In connection with the Offering, the Company entered into a
Registration Rights Agreement with Aspire Capital (the “Registration Rights Agreement”) on February 10, 2020, pursuant
to which the Company agreed to file with the Securities and Exchange Commission (the “SEC”) one or more registration
statements (each, a “Registration Statement”) as necessary to register for sale under the Securities Act of 1933, as
amended (the “Securities Act”), the Initial Shares, the Commitment Shares (as defined below) and the additional shares
of Common Stock that may be issued to Aspire Capital under the Purchase Agreement (such shares, collectively, the “Aspire
Shares”). The Company has filed with the SEC a prospectus supplement to the Company’s effective shelf registration
statement on Form S-3 (File No. 333-221443) registering all of the shares of Common Stock that may be offered to Aspire Capital
from time to time.

Pursuant to the terms of the Purchase Agreement, on any
business day selected by the Company, the Company has the right, but not the obligation, to direct Aspire Capital, by
delivering to Aspire Capital a notice (each, a “Purchase Notice”), to purchase on such date (each, a
“Purchase Date”) the number of shares of Common Stock set forth in the Purchase Notice, in an amount of up to
500,000 shares of Common Stock (subject to adjustment for recapitalizations, stock splits and similar matters), for up to
$2,000,000 of the Common Stock in the aggregate (unless otherwise mutually agreed by the Company and Aspire Capital), at a
price per share (the “Purchase Price”) equal to the lesser of (1) the lowest sale price of the Common Stock on
the Purchase Date, and (2) the arithmetic average of the three lowest closing sale prices for the Common Stock during the ten
consecutive business days ending on the business day immediately preceding the Purchase Date. The
Company and Aspire Capital also may mutually agree to increase the number of shares that may be sold to as much as an
additional 4,000,000 shares per business day.

In addition, on any business day on which the Company delivers
a Purchase Notice directing Aspire Capital to purchase at least 500,000 shares of Common Stock (subject to any reorganization,
recapitalization, stock dividend, stock split, reverse stock split or other similar transaction), the Company has the right, but
not the obligation, to direct Aspire Capital, by delivering to Aspire Capital a volume-weighted average purchase notice (each,
a “VWAP Purchase Notice”), to purchase on the next business day (each, a “VWAP Purchase Date”) the number
of shares of Common Stock that is equal to the percentage set forth in the VWAP Purchase Notice (which may not exceed 30%) of the
trading volume of the Common Stock on the Nasdaq Capital Market on such VWAP Purchase Date, subject to a maximum number of shares
of Common Stock as determined by the Company in its sole discretion. The price per share (the “VWAP Purchase Price”)
for any shares of Common Stock purchased under a VWAP Purchase Notice will be equal to the lesser of: (a) the closing sale price
of the Common Stock on the VWAP Purchase Date, and (b) 97% of the volume-weighted average price of the Common Stock on the Nasdaq
Capital Market on the VWAP Purchase Date, subject to certain exceptions.

The Purchase Price and the VWAP Purchase Price will be adjusted
for any reorganization, recapitalization, stock dividend, stock split, reverse stock split or other similar transaction occurring
during the period(s) used to compute the Purchase Price or the VWAP Purchase Price, as applicable. The Company may deliver multiple
Purchase Notices and VWAP Purchase Notices to Aspire Capital from time to time during the term of the Purchase Agreement, so long
as the most recent purchase has been completed.

The Purchase Agreement provides that the Company and
Aspire Capital will not effect any sales under the Purchase Agreement on any Purchase Date on which the closing sale price of
the Common Stock is less than $1.00 (which shall not be subject to adjustment for any reorganization, recapitalization, stock
dividend, stock split, reverse stock split or other similar transaction). There are no trading volume requirements or
restrictions under the Purchase Agreement, and the Company will control the timing and amount of sales of shares of Common
Stock to Aspire Capital. Aspire Capital has no right to require any sales by the Company, but is obligated to make purchases
from the Company as directed by the Company in accordance with the Purchase Agreement. There are no limitations on the use of
proceeds, financial or business covenants, restrictions on future financings, rights of first refusal, participation rights,
penalties or liquidated damages in the Purchase Agreement, other than an agreement by the Company not to issue shares for a
period of 30 days following the execution of the Purchase Agreement, subject to certain exceptions. Concurrently with the
execution of the Purchase Agreement, and as consideration for Aspire Capital entering into the Purchase Agreement, the
Company issued to Aspire Capital 897,308 shares of Common Stock as a commitment fee (the “Commitment Shares”).
The Purchase Agreement may be terminated by the Company at any time, for any reason or no reason, without any liability to
the Company. Generally, Aspire Capital may terminate the Purchase Agreement at any time that an event of default exists.
Pursuant to the Purchase Agreement, Aspire Capital agreed that neither it nor any of its agents, representatives or
affiliates will engage in any direct or indirect short-selling or hedging of the Common Stock during the term of the Purchase
Agreement. The Company expects to use any proceeds it receives under the Purchase Agreement for working capital and general
corporate purposes.

The foregoing descriptions of the Purchase Agreement and the
Registration Rights Agreement do not purport to be complete and are qualified in their entirety by reference to the copy of each
of the Purchase Agreement and the Registration Rights Agreement, which are filed as Exhibit 10.1 and Exhibit 4.1, respectively,
to this Current Report on Form 8-K and incorporated herein by reference.

The representations, warranties and covenants contained in the
Purchase Agreement and the Registration Rights Agreement were made solely for the benefit of the parties to the Purchase Agreement
and the Registration Rights Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly, the
Purchase Agreement and the Registration Rights Agreement are incorporated herein by reference only to provide investors with information
regarding the terms of the Purchase Agreement and the Registration Rights Agreement, respectively, and not to provide investors
with any other factual information regarding the Company or its business, and should be read in conjunction with the disclosures
in the Company’s periodic reports and other filings with the SEC.

A copy
of the opinion of Paul Hastings LLP, counsel to the Company relating to the validity of the Aspire Shares is filed with this Current
Report on Form 8-K as Exhibit 5.1.

Forward-Looking Statements

This Current Report on Form 8-K contains
forward-looking statements that involve risks and uncertainties, such as statements related to expectations regarding the Offering
and the expected use of proceeds from the Offering, if any. The risks and uncertainties involved include the Company’s ability
to satisfy certain conditions to closing on a timely basis or at all, market conditions, and other risks detailed from time to
time in the Company’s periodic reports and other filings with the SEC. You are cautioned not to place undue reliance on forward-looking
statements, which are based on the Company’s current expectations and assumptions and speak only as of the date of this Current
Report on Form 8-K. The Company does not intend to revise or update any forward-looking statement in this Current Report on Form
8-K as a result of new information, future events or otherwise, except as required by law.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

4.1 | Registration Rights Agreement, dated as of February 10, 2020, by and between Sorrento Therapeutics, Inc. and Aspire Capital
Fund, LLC.
5.1 | Opinion of Paul Hastings LLP.
10.1 | Common Stock Purchase Agreement, dated as of February 10, 2020, by and between Sorrento Therapeutics, Inc. and Aspire Capital
Fund, LLC.*
23.1 | Consent of Paul Hastings LLP (included in Exhibit 5.1).

* Non-material schedules and exhibits have been omitted pursuant
to Item 601(a)(5) of Regulation S-K. The Company hereby undertakes to furnish supplemental copies of any of the omitted schedules
and exhibits upon request by the SEC.

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: February 10, 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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