SORRENTO THERAPEUTICS, INC. Form 8-K (June 14, 2022)

Summary

Current report on Form 8-K for an event dated June 14, 2022, filed by Sorrento Therapeutics, Inc. Under Item 1.01, the report states that on June 14, 2022 Scilex Holding Company, a majority-owned subsidiary of Sorrento, entered into a License Agreement with RxOmeg Therapeutics, LLC (a/k/a Romeg Therapeutics, Inc.). The agreement licenses the commercialization of liquid formulations of colchicine for the prophylactic treatment of gout in adult humans in the United States, and the use of the trademark GLOPERBA. Scilex has agreed to pay an up-front payment of $2.0 million, milestone payments of up to $13.0 million in the aggregate on net sales milestones, and royalties in the mid-single digit to low-double digit percentages.

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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): June 14, 2022

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:

x | 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 June 14, 2022, Scilex Holding Company (“Scilex”),
a majority-owned subsidiary of Sorrento Therapeutics, Inc. (the “Company”) entered into a License Agreement (the “License
Agreement”) with RxOmeg Therapeutics, LLC (a/k/a Romeg Therapeutics, Inc.) (“Romeg”). Pursuant to the License Agreement,
among other things, Romeg granted Scilex (a) a transferable license, with the right to sublicense, under the patents and know-how specified
therein (with such license to know-how being exclusive for the limited purposes specified therein) to (i) commercialize the pharmaceutical
product comprising liquid formulations of colchicine for the prophylactic treatment of gout in adult humans (the “Initial Licensed
Product”) in the United States of America (including its territories) (the “Territory”), (ii) develop other products
comprising the Initial Licensed Product as an active pharmaceutical ingredient (the “Licensed Products”) and commercialize
any such products and (iii) manufacture Licensed Products anywhere in the world, solely for commercialization in the Territory; and (b)
an exclusive, transferable license, with right to sublicense, to use the trademark GLOPERBA and logos, designs, translations, and modifications
thereof in connection with the commercialization of the Initial Licensed Product solely in the Territory.

As consideration for the license under the License
Agreement, Scilex has agreed to pay Romeg (a) an up-front payment of $2.0 million, (b) upon Scilex’s achievement of certain net
sales milestones, certain milestone payments in the aggregate amount of up to $13.0 million and (c) certain royalties in the mid-single
digit to low-double digit percentages based on annual net sales of the Licensed Product by Scilex during the applicable royalty term under
the License Agreement.

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 June 30, 2022 (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 the Company customarily and actually treats such information as private or confidential and
such information is not material.

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 June 14, 2022, Scilex 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 June 14, 2022.
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: June 14, 2022 | 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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