SORRENTO THERAPEUTICS, INC. Form 8-K (July 23, 2020)

Summary

Current report on Form 8-K for an event dated July 23, 2020, filed by Sorrento Therapeutics, Inc. Under Item 1.01, the report states that on July 23, 2020, Sorrento entered into an Exclusive License Agreement with The Trustees of Columbia University in the City of New York for diagnostic applications of high-performance loop-mediated isothermal amplification (HP-LAMP) for coronaviruses and influenza viruses worldwide. Sorrento agreed to pay an up-front license fee of $5.0 million within ten business days, an earned royalty on net sales, and minimum annual royalty payments of $1.0 million. Columbia also granted an option, exercisable for twelve months, for additional diagnostic applications. Henry Ji signed on July 29, 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): July 23, 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.

On July 23, 2020, Sorrento Therapeutics,
Inc. (the “Company”) entered into an Exclusive License Agreement (the “License Agreement”) with The Trustees
of Columbia University in the City of New York (“Columbia”). Pursuant to the License Agreement, among other things,
Columbia granted the Company (i) an exclusive license under certain patents, other intellectual property and materials to discover,
develop, commercialize and exploit certain products and services (“Products”) in all diagnostic applications of high-performance
loop-mediated isothermal amplification (“HP-LAMP”) for coronaviruses and influenza viruses (the “Field”)
worldwide, subject to certain reservations and limitations. Pursuant to the License Agreement, Columbia also granted to the Company
an option, exercisable for twelve months from the effective date of the License Agreement and subject to the satisfaction of certain
conditions, to acquire an exclusive worldwide license to such patents, other intellectual property and materials for additional
diagnostic application(s) of HP-LAMP (other than for coronaviruses and influenza viruses), subject to certain reservations and limitations.

As consideration for the license under
the License Agreement, the Company has agreed to pay Columbia (i) an up-front license fee of $5.0 million within ten business days
of the execution of the License Agreement, (ii) an earned royalty on the net sales of Products in the Field worldwide,
and (iii) minimum annual royalty payments of $1.0 million no later than ten days following the first bona fide commercial sale
of a Product to a third-party customer and on an annual basis thereafter. In addition, the Company agreed to pay Columbia a percentage
of certain non-royalty sublicense revenue and other payments received by the Company from its sublicensees as consideration for
the grant of any sublicense, option or similar rights. Pursuant to the License Agreement, the Company also agreed to pay certain
one-time, development milestone payments to Columbia upon the receipt of certain regulatory approvals or the first commercial sale
of certain Products for diagnostic applications within the Field.

The foregoing summary of the License Agreement
does not purport to be complete and is qualified in its entirety by reference to the full text of the License Agreement. A copy
of the License Agreement will be filed with the Securities and Exchange Commission (the “SEC”) as an exhibit to the
Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2020 (the “Form 10-Q”) or via an
amendment to this Current Report on Form 8-K. Certain terms of the License Agreement have been omitted from this Current Report
on Form 8-K and will be omitted from the version of the License Agreement to be filed as an exhibit to the Form 10-Q or via an
amendment to this Current Report on Form 8-K pursuant to Item 601(b)(10) of Regulation S-K because such terms are both (i) not
material and (ii) would likely cause competitive harm to the Company if publicly disclosed.

The representations, warranties and covenants
contained in the License Agreement were made only for purposes of such agreement and as of specific dates, were solely for the
benefit of the parties to the License Agreement, and may be subject to limitations agreed upon by the contracting parties. Accordingly,
the License Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the
License Agreement, 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.

Item 8.01. Other Events.

On July 29, 2020, the Company issued a
press release announcing entry into the License Agreement. A copy of the press release is filed herewith as Exhibit 99.1 to this
Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibit.

99.1 | Press Release dated July 29, 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: July 29, 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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