SORRENTO THERAPEUTICS, INC. Form 8-K (Oct. 16, 2020)

Summary

Current report on Form 8-K for an event dated October 16, 2020, filed by Sorrento Therapeutics, Inc. Under Items 5.02 and 5.07, the report states that at the 2020 Annual Meeting of Stockholders on October 16, 2020, the stockholders approved the 2020 Employee Stock Purchase Plan, an amendment to the 2019 Stock Incentive Plan and the CEO Performance Award for Henry Ji, Ph.D. The report gives 192,050,194 shares, or 74.6% of common stock outstanding as of the record date, as represented. On the CEO Performance Award, the votes were 70,047,961 for, 19,119,560 against and 804,286 abstentions. Henry Ji signed on October 20, 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 16, 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 5.02. Departure of Directors or
Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 16, 2020, Sorrento Therapeutics,
Inc. (the “Company”) held its 2020 Annual Meeting of Stockholders (the “Meeting”). At the Meeting, the
Company’s stockholders approved the Sorrento Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”),
an amendment to the Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan (the “2019 Plan”) and the CEO Performance
Award for Henry Ji. Ph.D. (the “Performance Award”).

The ESPP, the amendment to the 2019 Plan
and the Performance Award had been previously approved, subject to stockholder approval, by the Compensation Committee of the Company’s
Board of Directors. A summary of each of the ESPP, the 2019 Plan and the Performance Award was included in the Company’s
definitive proxy statement for the Meeting filed with the Securities and Exchange Commission on September 1, 2020 (the “Proxy
Statement”). Each summary is qualified in its entirety by reference to the full text of the ESPP, the 2019 Plan and the Performance
Award, which are filed as Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated herein by reference.

Item 5.07. Submission of Matters to
a Vote of Security Holders.

On October 16, 2020, the Company held the
Meeting. At the Meeting, a total of 192,050,194 shares, or 74.6% of the Company’s common stock issued and outstanding as
of the record date, were represented virtually or by proxy.

At the Meeting, the Company’s stockholders
considered five proposals, each of which is described in more detail in the Proxy Statement.

Set forth below is a brief description
of each matter voted upon at the Meeting and the voting results with respect to each matter.

Proposal No.
1: To elect the following nominees as directors to serve until the Company’s 2021 Annual Meeting of Stockholders.

Nominee | For | Withhold | Broker Non-Votes
Henry Ji, Ph.D. | 88,266,373 | 1,705,434 | 102,078,387
Dorman Followwill | 77,101,463 | 12,870,344 | 102,078,387
Kim D. Janda, Ph.D. | 83,374,981 | 6,596,826 | 102,078,387
David Lemus | 88,519,467 | 1,452,340 | 102,078,387
Jaisim Shah | 84,829,865 | 5,141,942 | 102,078,387
Dr. Robin L. Smith | 88,923,290 | 1,048,517 | 102,078,387
Yue Alexander Wu, Ph.D. | 77,019,681 | 12,952,126 | 102,078,387

Proposal No.
2: To ratify the appointment of Ernst & Young LLP as the Company’s independent registered public accounting firm
for the Company’s fiscal year ending December 31, 2020.

For | Against | Abstentions | Broker Non-Votes
189,039,863 | 1,913,413 | 1,096,918 | 0

Proposal No.
3 : To approve the Sorrento Therapeutics, Inc. 2020 Employee Stock Purchase Plan.

For | Against | Abstentions | Broker Non-Votes
87,108,079 | 2,277,742 | 585,986 | 102,078,387

Proposal No.
4 : To approve an amendment to the Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan to increase the number of shares authorized
for issuance thereunder by 12,500,000 shares.

For | Against | Abstentions | Broker Non-Votes
71,040,909 | 18,351,405 | 579,493 | 102,078,387

Proposal No.
5 : To approve the CEO Performance Award for Henry Ji, Ph.D.

Pursuant to the
votes cast standard, the votes were as follows:

For | Against | Abstentions | Broker Non-Votes
70,047,961 | 19,119,560 | 804,286 | 102,078,387

Pursuant to the
votes cast by holders of shares of the Company’s common stock that are not beneficially owned, directly or indirectly, by
Dr. Ji standard, the votes were as follows:

For | Against | Abstentions | Broker
 Non-Votes
65,690,461 | 19,119,560 | 804,286 | 102,078,387

Item 9.01. Financial Statements and
Exhibits.

(d) Exhibits.

10.1 | Sorrento Therapeutics, Inc. 2020 Employee Stock Purchase Plan.
10.2 | Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan.
10.3 | Performance Stock Option Award Agreement, dated as of August 7, 2020, by and between Sorrento Therapeutics, Inc. and Henry Ji, Ph.D.
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 20, 2020 | By: | /s/ Henry Ji, Ph.D.
Name: Henry Ji, Ph.D.
Title: President and Chief Executive Officer

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