SORRENTO THERAPEUTICS, INC. Form 8-K (May 15, 2023)

Summary

Current report on Form 8-K for an event dated May 15, 2023 (May 12, 2023), filed by Sorrento Therapeutics, Inc. Under Item 8.01, the report states that on May 12, 2023, the Bankruptcy Court entered an order compelling certain brokerage firms to credit all shares of the distributed Scilex Holding Company stock to their customers' accounts on or before May 23, 2023. The court also ordered the brokerage firms to file a report on an anonymous basis for each customer's account and a report on their compliance. Under Item 7.01, a press release dated May 14, 2023 is furnished as Exhibit 99.1. Henry Ji, Ph.D. signed on May 15, 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): May 15, 2023 ( May 12, 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 7.01. Regulation FD Disclosure

Press Release

In connection with the Order (as defined below),
Sorrento Therapeutics, Inc. (“Sorrento” or the “Company”) issued a press release on May 14, 2023, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1.

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, or the Exchange 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.

Item 8.01. Other Events.

As previously disclosed, Sorrento and its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (together
with the Company, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code,” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern
District of Texas (the “Bankruptcy Court”).

As previously disclosed, on or around January 19,
2023, Sorrento distributed shares of Scilex Holding Company (“Scilex”) common stock to Sorrento’s stockholders (the
“Distributed Stock”), which were restricted from being further transferred until May 11, 2023 (the “Lock-up”)
as reflected in a restrictive legend.

As previously disclosed, on April 25, 2023, the
Bankruptcy Court entered an order extending the expiration of the restrictions on transfer of the Distributed Stock from May 11, 2023
to September 1, 2023 (or an otherwise earlier date to be determined, as set forth in the order).

On May 12, 2023, the Bankruptcy Court entered an
order (the “Order”) compelling certain brokerage firms to (on or before May 23, 2023) credit all shares of the Distributed
Stock to their customers' accounts. In addition, the Bankruptcy Court ordered the brokerage firms to file a report with the Bankruptcy
Court detailing as to each customer's account, on an anonymous basis, the number of shares of Distributed Stock credited and the quoted
price of such stock on a marked-to-market basis. The brokerage firms must also complete and file a report with the Bankruptcy Court regarding
their compliance with the court's order.

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 extension of the Lock-up period or earlier expiration of the Lock-up period. 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 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;
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 (the “SEC”), 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 May 14, 2023, entitled “Sorrento Therapeutics, Inc.’s Bankruptcy Court Orders Brokerage Firms to Credit Dividended Scilex Stock to Customers’ Accounts and Sorrento Advises Holders of Dividended Scilex Stock to Contact Brokerage Firms to Deliver the Stock to Individual Accounts”.
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: May 15, 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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