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

Summary

Current report on Form 8-K for an event dated October 12, 2020, filed by Sorrento Therapeutics, Inc. Under Item 1.01, the report states that on October 12, 2020 the company entered into a license agreement with Personalized Stem Cells, Inc. (PSC), which granted an exclusive license under certain patents and know-how for products and services using allogeneic adipose-derived stem cells, with stated exclusions for the People's Republic of China. The company agreed to pay PSC an upfront license fee of $3.5 million in cash, plus milestone payments and royalties in the low-single digit percentages of annual net sales. Henry Ji signed on October 13, 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): October 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 1.01. Entry into a Material Definitive
Agreement.

On October 12, 2020, Sorrento Therapeutics,
Inc. (the “Company”) entered into a license agreement (the “License Agreement”) with Personalized Stem
Cells, Inc. (“PSC”). Pursuant to the License Agreement, among other things, PSC granted the Company an exclusive license
and right under certain patents, certain know-how and other intellectual property to fully utilize, exploit and commercialize certain
products and services using allogeneic adipose-derived stem cells for or in respect of human health, including the diagnosis and
treatment and/or cure of any human disease or disorder (excluding commercial sales for the diagnosis, treatment and/or cure of
SARS-CoV-2 or other respiratory diseases in the People’s Republic of China) worldwide (excluding the People’s Republic
of China for products directed at COVID-19 or other respiratory diseases). PSC also agreed to transfer certain cell lines composed
of stromal vascular cells, master cell banks and finished final drug lots (the “Product Materials”) to the Company.
The Company agreed to grant PSC rights to use data derived by the Company from a certain Phase 1 COVID-19 study for PSC’s
own programs that are not competitive with the businesses or activities of the Company, and for PSC to sublicense such data to
third parties for research, development and regulatory purposes.

As consideration for the license under
the License Agreement, the Company has agreed to pay PSC an upfront license fee of $3.5 million in cash.

The Company also agreed to pay PSC (i)
a milestone payment upon the issuance of a regulatory approval, and (ii) certain milestone payments upon PSC’s manufacture
and delivery of the Product Materials to the Company.

The Company will also pay royalties in
the low-single digit percentages of annual net sales of licensed products and services by the Company and a share of any sublicense
revenue received by the Company from sublicensees.

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 Annual Report on Form 10-K for the fiscal year ending December 31, 2020 (the “Form 10-K”) 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-K 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 October 12, 2020, the Company issued
a press release announcing its 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) | Exhibits.
99.1 | Press Release, dated October 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: October 13, 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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