SORRENTO THERAPEUTICS, INC. Form 8-K (March 9, 2021)

Summary

Current report on Form 8-K for an event dated March 9, 2021, filed by Sorrento Therapeutics, Inc. The report states that on March 9, 2021 ImmunityBio, Inc. and NantKwest, Inc. issued a press release announcing the completion of their previously announced 100% stock-for-stock merger, with the combined company to operate as ImmunityBio, Inc. and shares commencing trading on Nasdaq on March 10, 2021 under the ticker "IBRX." According to the press release, former ImmunityBio stockholders are entitled to 0.8190 of a share of the combined company for each share of ImmunityBio common stock. Immediately prior to the closing Sorrento owned 10 million shares of ImmunityBio and is expected to receive approximately 8.19 million shares. Henry Ji signed on March 10, 2021.

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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): March 9, 2021

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 March 9, 2021, ImmunityBio, Inc. (“ImmunityBio”) and NantKwest, Inc. issued a press release announcing the completion of their previously announced 100% stock-for-stock merger (the “Press Release”). The combined company will operate under the name ImmunityBio, Inc. (“ImmunityBio”) and its shares of common stock commenced trading on Nasdaq on March 10, 2021 under the new ticker “IBRX.”

According to the Press Release, the former stockholders of ImmunityBio are entitled to receive 0.8190 of a share of common stock of the combined company for each outstanding share of ImmunityBio common stock that they held immediately prior to the merger.

As of immediately prior to the closing of the merger, Sorrento Therapeutics, Inc. owned 10 million shares of common stock of ImmunityBio and is expected to receive approximately 8.19 million shares of the post-merger, combined company.

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: March 10, 2021 | 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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