SORRENTO THERAPEUTICS, INC. Form 8-K (March 17, 2023)

Summary

Current report on Form 8-K for an event dated March 17, 2023, filed by Sorrento Therapeutics, Inc. Under Item 8.01, the report states that on December 20, 2022 the arbitrator in the Cynviloq Arbitration against NantPharma, LLC issued an award granting the company contractual damages of $125 million. It states that on March 16, 2023, the Los Angeles Superior Court granted the company's motion to confirm the award over NantPharma's opposition, and that the company now intends to enforce the award. Under Item 7.01, a press release dated March 17, 2023 is furnished as Exhibit 99.1. Henry Ji, Ph.D. signed on March 17, 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): March 17, 2023 ( March 16,
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 | SRNEQ | N/A

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, Sorrento
Therapeutics, Inc. (“Sorrento” or the “Company”) has been engaged in arbitration before the American Arbitration
Association against NantPharma, LLC (“NantPharma”) relating to alleged breaches of the May 14, 2015 Stock Sale and Purchase
Agreement entered into between the Company and NantPharma related to the development of the cancer drug Cynviloq™ (the “Cynviloq
Arbitration”).

As previously disclosed, on
December 20, 2022, the arbitrator in the Cynviloq Arbitration issued an award granting contractual damages of $125 million to the Company,
reflecting the value of lost milestone payments for the approval of Cynviloq for the treatment of breast and lung cancers.

On March 16, 2023, the Los
Angeles Superior Court granted Sorrento’s motion to confirm the award in the Cynviloq Arbitration over NantPharma’s opposition.
Sorrento now intends to enforce the award against NantPharma.

Item
7.01. Regulation FD Disclosure.

In connection with the Cynviloq
Arbitration, the Company issued a press release on March 17, 2023, a copy of which is attached to this Current Report on Form 8-K as Exhibit
99.1. Exhibit 99.1 is being furnished and shall not be deemed filed for purposes of Section 18 of the Securities Exchange Act of 1934,
as amended (the “Securities 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, whether made before or after the date hereof, except as shall
be expressly set forth by specific reference in such a filing.

Cautionary Statement Concerning 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 the Company’s ability to enforce on its arbitration award in the Cynviloq Arbitration. 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 Sorrento’s
ability to enforce on its arbitration award in the Cynviloq Arbitration, the unpredictability of trading markets and whether a market
will be established for the Company’s common stock; the potential adverse impact of the Company’s bankruptcy proceedings pursuant
to Chapter 11 (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; any effects of the Chapter
11 Cases on the enforcement of the arbitration award in the Cynviloq Arbitration; the trading of the Company’s common stock on the
Pink Open Market; and those factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and
any 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.

99.1 | Press Release dated March 17, 2023, entitled “Court Confirms Sorrento Therapeutics, Inc.’s $125 Million Arbitration Award Against NantPharma, LLC”
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: March 17, 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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