SORRENTO THERAPEUTICS, INC. Form 8-K (Dec. 21, 2020)

Summary

Current report on Form 8-K for an event dated December 21, 2020, filed by Sorrento Therapeutics, Inc. Under Item 8.01, the report states that ImmunityBio, Inc. and NantKwest, Inc. issued a press release on December 21, 2020 announcing an agreement to merge in a stock-for-stock transaction, and that Sorrento currently owns 10,000,000 shares of ImmunityBio common stock. According to the press release, ImmunityBio shareholders will receive a fixed exchange ratio of 0.8190 shares of NantKwest for each share of ImmunityBio. The report states ownership is expected to be approximately 72% for ImmunityBio shareholders and approximately 28% for NantKwest shareholders on a fully diluted basis, with closing expected in the first half of 2021. Henry Ji signed on December 23, 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): December 21, 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 8.01. Other Events.

On December 21, 2020, ImmunityBio, Inc.
(“ImmunityBio”), a privately-held immunotherapy company, and NantKwest, Inc. (Nasdaq: NK) (“NantKwest”)
issued a press release announcing that they have entered into an agreement to merge in a stock-for-stock transaction (the “Press
Release”).

Sorrento Therapeutics, Inc. (the “Company”)
currently owns 10,000,000 shares of common stock of Immunity Bio.

According to the Press Release, the transaction
is structured as a tax-free 100% stock-for-stock merger, with ImmunityBio to reverse merge with NantKwest. The Press Release also
stated that, under the terms of the agreement, ImmunityBio shareholders will receive a fixed exchange ratio of 0.8190 shares of
NantKwest for each share of ImmunityBio owned. According to the Press Release, upon completion of the transaction, on a fully diluted
basis, ImmunityBio shareholders will own approximately 72% of the combined company and NantKwest shareholders will own approximately
28% of the combined company, on a fully diluted basis.

The transaction, which, according to the
Press Release, is expected to close in the first half of 2021, is subject to shareholder approval by a majority of unaffiliated
shareholders of NantKwest, in addition to other customary closing conditions.

According to the Press Release, following
the closing of the transaction, the combined company will assume the ImmunityBio name and continue to be listed on the Nasdaq exchange.

Forward-Looking Statements

This Current Report on Form 8-K contains
forward-looking statements that involve risks and uncertainties, such as statements related to the proposed transaction between
ImmunityBio and NantKwest, including the exchange ratio, the expected ownership of the combined company following the completion
of the transaction, the timing for the closing of the transaction and the expected Nasdaq listing following the closing of the
transaction. The risks and uncertainties involved include the parties’ ability to satisfy certain conditions to closing the
transaction, including receipt of requisite stockholder approvals, on a timely basis or at all, market conditions, and other risks
detailed in the Press Release. You are cautioned not to place undue reliance on forward-looking statements, which are based on
the 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.

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: December 23, 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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