SORRENTO THERAPEUTICS, INC. Form 8-K (June 12, 2020)

Summary

Current report on Form 8-K for an event dated June 12, 2020, filed by Sorrento Therapeutics, Inc. Under Item 1.02, the report states that on June 12, 2020, Sorrento paid off all obligations under, and terminated, the Term Loan Agreement dated November 7, 2018 with funds affiliated with Oaktree Capital Management. That facility consisted of an initial term loan of $100.0 million and an additional term loan of $20.0 million on May 3, 2019. Sorrento paid a prepayment fee of 5% of the principal prepaid plus an exit fee of 1.25%. The report also states that Oaktree-affiliated entities purchased $80.0 million of senior secured notes due 2026 issued by Scilex Pharmaceuticals Inc., and Henry Ji signed on June 12, 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): June 12, 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 1.02. Termination of a Material
Definitive Agreement.

On June 12, 2020, Sorrento Therapeutics, Inc. (the “Company”)
paid off all obligations owing under, and terminated, the Term Loan Agreement, dated as of
November 7, 2018, by and among the Company, certain of the Company’s domestic subsidiaries (the “Guarantors”), certain funds affiliated with Oaktree Capital Management, L.P. (“Oaktree” and such funds, the “Lenders”)
and Oaktree Fund Administration, LLC , as administrative and collateral agent (the
 “Agent”) (such Term Loan Agreement, as amended, the “Terminated Loan Agreement”).
Pursuant to the Terminated Loan Agreement, the Lenders previously provided a senior secured first lien term loan facility
to the Company, consisting of an initial term loan of $100.0 million on November 7, 2018 and an additional term loan of $20.0 million
on May 3, 2019 (collectively, the “Term Loans”). The Terminated Loan Agreement was secured by substantially all of
the Company’s and the Guarantors’ assets, and a pledge of 100% of the equity interests in the Guarantors and other
entities that each of the Company and the Guarantors holds (subject to certain limitations and exceptions). The security interests
and liens granted in connection with the Terminated Loan Agreement were terminated in connection with the Company’s discharge
of indebtedness thereunder.

Pursuant to the Terminated Loan
Agreement, upon the prepayment of the amounts outstanding under the Terminated Loan Agreement, the Company paid a prepayment fee in
an amount equal to 5% of the principal amount of the Term Loans prepaid, plus an exit fee in an amount equal to 1.25% of the
principal amount of the Term Loans prepaid.

In connection with the Terminated Loan
Agreement, the Company issued certain warrants to purchase (1) an aggregate of 6,288,985 shares of the Company’s common stock
on November 7, 2018, (2) an aggregate of 1,333,304 shares of the Company’s common stock on May 3, 2019, and (3) an aggregate
of 2,000,000 shares of the Company’s common stock on December 6, 2019 (collectively, the “Warrants”). The Company
and the Lenders are also party to that certain Registration Rights Agreement, dated as of November 7, 2018, as amended by that
certain Amendment No. 1 to the Registration Rights Agreement, dated as of May 3, 2019, by and among the Company and the persons
party thereto, as amended by that certain Amendment No. 2 to the Registration Rights Agreement, dated as of December 9, 2019, by
and among the Company and the persons party thereto, pursuant to which the Company agreed to file one or more registration statements
with the Securities and Exchange Commission for the purpose of registering for resale the shares issuable upon exercise of the
Warrants.

Certain entities affiliated with Oaktree
also purchased $80.0 million aggregate principal amount of the senior secured notes due 2026 (the “Scilex Notes”) issued
and sold by Scilex Pharmaceuticals Inc. (“Scilex Pharma”), a majority owned subsidiary of the Company, on September
7, 2018 (the “Offering”). In connection with the Offering, Scilex Pharma also entered into an indenture governing the
Scilex Notes with U.S. Bank National Association, as trustee and collateral agent, and the Company (the “Indenture”),
and, pursuant to the Indenture, the Company agreed to irrevocably and unconditionally guarantee, on a senior unsecured basis, the
punctual performance and payment when due of all obligations of Scilex Pharma under the Indenture.

Item 2.04. Triggering Events That Accelerate
or Increase a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement.

The information contained in the first
and second paragraphs under Item 1.02 regarding the repayment of the Term Loans, the Terminated Loan Agreement and the prepayment
fee and exit fee paid by the Company is hereby incorporated by reference in its entirety into this Item 2.04.

Item 7.01. Regulation FD Disclosure.

On June 12, 2020, the Company issued a
press release announcing the termination of the Terminated Loan Agreement. A copy of the press release is furnished herewith as
Exhibit 99.1 to this Current Report on Form 8-K.

The information contained in this Item
7.01 and Exhibit 99.1 furnished as part of Item 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed
 “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”),
or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration
statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth
by specific reference to such filing.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibit.

99.1 | Press Release, dated June 12, 2020.
104 | Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

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: June 12, 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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