SORRENTO THERAPEUTICS, INC. Form 8-K (Feb. 21, 2023) Item 8.01

Summary

Current report on Form 8-K for an event dated February 21, 2023, filed by Sorrento Therapeutics, Inc. Under Item 8.01 (Other Events), the report states that the company had received a Nasdaq delisting notice on February 13, 2023, and that on February 21, 2023 it requested an appeal of Nasdaq's determination and a hearing before a Nasdaq hearings panel. The company states that the request for a hearing is not expected to affect the suspension of trading scheduled for February 23, 2023. If the request does not stay the suspension, the stock is expected to begin trading on the Pink Open Market that day. Henry Ji, Ph.D. signed on February 21, 2023.

Summary drafted by a model from the document's text below and checked by script against that text before publication. It is a navigation aid, not a reading of what the document proves. Where AI is used

Full text

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): February 21, 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 8.01. Other Events.

As
previously disclosed, on February 13, 2023, Sorrento Therapeutics, Inc. (the “Company”) received written notice (the “Delisting
Notice”) from the staff of The Nasdaq Stock Market LLC (“Nasdaq”) notifying the Company that, as a result of the Company
and its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc., commencing voluntary proceedings
under Chapter 11 of the United States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the
“Chapter 11 Filings”), and in accordance with Nasdaq Listing Rules 5101, 5110(b) and IM-5101-1, the staff
of Nasdaq had determined that the Company’s common stock will be delisted from Nasdaq. In the Delisting Notice, the staff of Nasdaq
referenced the Chapter 11 Filings and associated public concerns raised by them, concerns regarding the residual equity interest of the
existing listed securities holders and concerns about the Company’s ability to sustain compliance with all requirements for continued
listing on Nasdaq. The Delisting Notice indicated that trading of the Company’s common stock will be suspended at the opening of
business on February 23, 2023 and a Form 25-NSE will be filed with the Securities and Exchange Commission, which will remove
the Company’s common stock from listing and registration on Nasdaq. The Delisting Notice also indicated that the Company may appeal
Nasdaq’s determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series.

On
February 21, 2023, the Company requested an appeal of Nasdaq’s determination and a hearing before a Nasdaq hearings panel. The Company
will address the Delisting Notice at the hearing. T he Company’s request for a hearing is not
expected to impact the upcoming suspension of trading in the Company’s common stock, and, if the request does not result in a stay
of the suspension of trading of the Company’s common stock, then the Company’s common stock is expected to begin trading
on the Pink Open Market (the “Pink Market”) on February 23, 2023.

Cautionary Information
Regarding Trading in the Company’s Common Stock

There
can be no assurance that the Company’s appeal will be successful or that the Company will continue the appeal process. In addition,
no assurance can be made that trading in the Company’s common stock will be maintained or resumed on Nasdaq or that trading in the
Company’s common stock on the Pink Market will commence or be maintained. The Company cautions that trading in the Company’s
securities during the pendency of Chapter 11 Cases is highly speculative and poses substantial risks. Trading prices for the Company’s
securities may bear little or no relationship to the actual recovery, if any, by holders of the Company’s securities in the Chapter
11 Cases. Accordingly, the Company urges extreme caution with respect to existing and future investments in its securities.

Cautionary Note Regarding
Forward-Looking Statements

This
Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of
the safe harbor provisions under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally
are accompanied by words such as “believe,” “may,” “will,” “estimate,” “continue,”
“anticipate,” “intend,” “expect,” “should,” “would,” “plan,” “predict,”
“potential,” “seem,” “seek,” “future,” “outlook,” and similar expressions
that predict or indicate future events or trends or that are not statements of historical matters. These forward-looking statements include,
but are not limited to, statements regarding any Nasdaq hearing, the related appeal process and the potential success of any such appeal,
future trading market for the Company’s common stock, the Chapter 11 process and the Chapter 11 Cases. The Company’s actual
results or outcomes and the timing of certain events may differ significantly from those discussed in any forward-looking statements.
These statements are based on various assumptions and on the current expectations of the Company’s management and are not predictions
of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended to serve as,
and must not be relied on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.

Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including
risks associated with the unpredictability of trading markets and whether a market will be established for the Company’s common
stock; the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity
and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and
to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process; the effect of the Chapter
11 Cases on the Company’s relationships with vendors, regulatory authorities, employees and
other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process; the timing or
amount of any recovery, if any, to the Company’s stakeholders; the expected delisting of the Company’s common stock from Nasdaq
and the expected trading of the Company’s common stock on the Pink Market; and those factors discussed in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission, in each case under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with
the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this document. The
Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect
to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the
date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

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: February 21, 2023 | By: | /s/ Henry Ji, Ph.D.
Name: Henry Ji, Ph.D.
Title: Chairman of the Board, President and Chief Executive Officer

File and source

File

SEC_SRNE_8-K_filed2023-02-21_0001104659-23-023780.htm

Size

32,721 bytes

SHA-256

b5648f77d3e9256e287aac069e1d0c8c9064a52c9b6df10fd09da1890aa17375

Our copy

SEC_SRNE_8-K_filed2023-02-21_0001104659-23-023780.htm

Original

www.sec.gov