SORRENTO THERAPEUTICS, INC. Form 8-K (Jan. 5, 2023)

Summary

Current report on Form 8-K for an event dated January 5, 2023, filed by Sorrento Therapeutics, Inc. Under Item 7.01 (Regulation FD Disclosure), the report refers to the stock dividend of an aggregate of 76,000,000 shares of Scilex Holding Company common stock declared by the board of directors, with record holders determined as of the close of business on January 9, 2023. On January 5, 2023 the Board fixed the date on which the dividend shall be paid to be January 19, 2023. The shares are subject to transfer restrictions through May 11, 2023, and payment is conditioned on the Board not revoking the dividend before the payment date. Henry Ji signed on January 5, 2023.

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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): January 5, 2023

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.

As previously reported on the
Current Report on Form 8-K filed with the Securities and Exchange Commission on December 30, 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).

On January 5, 2023, the Board
fixed the date on which the Dividend shall be paid to be January 19, 2023 (the “Payment Date”), such Payment Date being within
60 days following the Record Date.

The Dividend Stock will be subject
to certain transfer restrictions through May 11, 2023. Payment of the Dividend is conditioned upon the Board not revoking the dividend
prior to the Payment Date.

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: January 5, 2023 | 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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