SORRENTO THERAPEUTICS, INC. Form 8-K (Dec. 29, 2022)

Summary

Current report on Form 8-K for an event dated December 29, 2022, filed by Sorrento Therapeutics, Inc. Under Item 7.01 (Regulation FD Disclosure), the report states that on December 29, 2022 the board of directors declared a stock dividend of an aggregate of 76,000,000 shares of common stock of Scilex Holding Company "held by the Company." The dividend is payable to record holders as of the close of business on January 9, 2023, with the payment date to be determined by the Board within 60 days following the record date and not later than March 10, 2023. The shares are subject to transfer restrictions through May 11, 2023, and payment is conditioned on the Board not revoking the dividend. Henry Ji signed on December 30, 2022.

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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 29, 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:

¨ | 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 7.01. Regulation FD Disclosure.

On December 29 ,
2022, the board of directors (the “Board”) of Sorrento Therapeutics, Inc. (the “Company”) declared a stock dividend (the “Dividend”) consisting of an aggregate
of 76,000,000 shares (the “Dividend Stock”) of common stock, par value $0.0001 per share, of Scilex Holding Company (the
“Scilex Common Stock”) held by the Company to record holders of (i) the Company’s common stock, par value $0.0001
per share (such stock, the “Company Common Stock” and such record holders, the “Record Common Holders”) as
of the close of business on January 9, 2023 (the “Record Date”), and (ii) certain warrants to purchase Company Common
Stock that, among other things, have not been exercised prior to the ex-dividend date under the rules of The Nasdaq Stock Market LLC
(and which have or may have the right to participate in the Dividend pursuant to the terms of their respective warrants) (the
“Record Warrant Holders” and together with the Record Common Holders, the “Record Holders”), which Dividend
(unless otherwise determined by the Board) shall be paid on such date to be determined by subsequent resolutions of the Board, which
payment date shall be within 60 days following the Record Date and in any event not later than March 10, 2023 (such date as
determined by the Board, which is anticipated to be no earlier than January 19, 2023, the “Payment Date”) and shall be
apportioned on a pro rata basis among the Record Holders in accordance with each Record Holder’s ownership percentage of
Company Common Stock (assuming the full exercise of all outstanding warrants to purchase Company Common Stock) as of the Record Date
as set forth in the records of the Company’s transfer agent (with respect to the Record Common Holders) and the Company (with
respect to the Record Warrant Holders) as of such date. The Dividend Stock will be subject to certain transfer restrictions through
May 11, 2023. Payment of the Dividend is conditioned upon the Company’s board of directors not revoking the dividend prior to
the Payment Date.

No fractional shares shall be
issued in connection with the Dividend and the equityholders of the Company who otherwise would be entitled to receive fractional shares
of the Dividend Stock shall receive cash (without interest or deduction) in lieu of such fractional shares in an amount equal to the product
obtained by multiplying (a) the closing price of the Scilex Common Stock on the Nasdaq Capital Market on the Record Date, by (b) the fraction
of one share of Scilex Common Stock that such equityholder would have otherwise been entitled to receive as a Dividend in respect of shares
of Company Common Stock held by such equityholder (after aggregating all such fractional shares otherwise issuable to such equityholder
in connection with the Dividend).

The information under this Item 7.01 of this Current
Report on Form 8-K is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall such information be deemed
incorporated by reference in any filing under the Securities Act of 1933, as amended (the “Securities Act”), whether made
before or after the date hereof, except as shall be expressly set forth by specific reference in such a filing. This report will not be
deemed an admission as to the materiality of any information required to be disclosed solely to satisfy the requirements of Regulation
FD.

The information in this Current Report on Form
8-K may contain "forward-looking statements" within the meaning of Section 27A of the Securities Act and Section 21E of the
Exchange Act. All statements, other than statements of historical or current fact, are statements that could be deemed forward-looking
statements, including, without limitation, statements relating to our declaration and payment of dividends. Forward-looking statements
are based on the current beliefs, assumptions, and expectations of management and current market conditions. There can be no assurance
that future dividends will be declared, and the payment of this dividend is expressly conditioned on the Board not revoking the dividend
before the Payment Date.

Item
9.01. Financial Statements and Exhibits.

(d) Exhibit.

Exhibit No. | Description
104 | Cover Page Interactive Data, 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: December 30 , 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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