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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): June 15, 2023 (June 14, 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),
the Company issued a press release on June 15, 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 Therapeutics,
Inc. (“Sorrento” or the “Company”) 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
“Dividended Scilex 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 Dividended Scilex Stock from May 11,
2023 to September 1, 2023 (or an otherwise earlier date to be determined, as set forth in the order).
On June 12, 2023, the Official Committee of Equity
Securities Holders (the “Equity Committee”) in the Chapter 11 Cases commenced litigation against certain brokerage firms and
requested certain relief related to the alleged short-selling of Dividended Scilex Stock.
On June 14, 2023, the Bankruptcy Court entered
a temporary restraining order (the “Order”), granting the requested relief in part and on a limited basis. The Order temporarily
suspends short-sales of Dividended Scilex Stock and requires certain brokerage firms to provide an accounting for all profits received
from naked short-selling of Dividended Scilex Stock and Scilex common stock, including all interest charged to short-sellers, no later
than five (5) business days after entry of the Order.
The Bankruptcy Court will conduct a hearing to
consider the Equity Committee’s related request for a preliminary injunction on such issues on June 27, 2023 at 9:30 a.m. (prevailing
Central Time) in Courtroom 400, 515 Rusk Street, Houston, Texas.
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 alleged short-selling of Dividend Scilex Stock and a hearing to consider the Equity Committee’s related
request for a preliminary injunction. 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.
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: June 15, 2023 |
By: |
/s/ Henry Ji, Ph.D. |
| |
|
Name: Henry Ji, Ph.D. |
| |
|
Title: Chairman of the Board, President and Chief Executive Officer |
Exhibit 99.1
FOR IMMEDIATE RELEASE
June 15, 2023
SAN DIEGO, June 15, 2023 – Sorrento Therapeutics,
Inc. (OTC: SRNEQ, “Sorrento”), a biopharmaceutical company dedicated to the development of life-saving therapeutics to treat
cancer, intractable pain, and infectious disease, today announced that, in connection with its ongoing chapter 11 case, the U.S. Bankruptcy
Court for the Southern District of Texas (the “Bankruptcy Court”) has entered a temporary restraining order suspending short-sales
of common stock of Scilex Holding Company (Nasdaq: SCLX, “Scilex”) that Sorrento distributed to its stockholders on or around
January 19, 2023 (the “Dividended Scilex Stock”).
In addition, the Bankruptcy Court ordered certain brokerage firms to
provide an accounting of all profits received from naked short-selling of Dividended Scilex Stock and Scilex common stock, including all
interest charged to short-sellers, no later than five business days after entry of the order.
The Bankruptcy Court’s temporary restraining order grants a request
by the Official Committee of Equity Security Holders in Sorrento’s chapter 11 case, who had asked for the relief. The Official Committee
of Equity Security Holders was appointed in the case to act as a fiduciary for, and represent the interests of, all Sorrento stockholders.
The Bankruptcy Court will conduct a hearing to consider the committee’s
related request for a preliminary injunction on such issues on June 27, 2023 at 9:30 a.m. (prevailing Central Time) in Courtroom 400,
515 Rusk Street, Houston, Texas.
About Sorrento Therapeutics, Inc.
Sorrento is a clinical and commercial stage biopharmaceutical company
developing new therapies to treat cancer, pain (non-opioid treatments), autoimmune disease and COVID-19. Sorrento’s multimodal,
multipronged approach to fighting cancer is made possible by its extensive immuno-oncology platforms, including key assets such as next-generation
tyrosine kinase inhibitors (“TKIs”), fully human antibodies (“G-MAB™ library”), immuno-cellular therapies
(“DAR-T™”), antibody-drug conjugates (“ADCs”), and oncolytic virus (“Seprehvec™”). Sorrento
is also developing potential antiviral therapies and vaccines against coronaviruses, including STI-1558 and COVI-MSC™; and diagnostic
test solutions, including COVIMARK™.
Sorrento’s commitment to life-enhancing therapies for patients
is also demonstrated by our effort to advance a TRPV1 agonist, non-opioid pain management small molecule, resiniferatoxin (“RTX”),
and SP-102 (10 mg, dexamethasone sodium phosphate viscous gel) (SEMDEXA™), a novel, viscous gel formulation of a widely used corticosteroid
for epidural injections to treat lumbosacral radicular pain, or sciatica, and to commercialize ZTlido® (lidocaine topical system)
1.8% for the treatment of postherpetic neuralgia (PHN). RTX has been cleared for a Phase II trial for intractable pain associated with
cancer and a Phase II trial in osteoarthritis patients. Positive final results from the Phase III Pivotal Trial C.L.E.A.R. Program for
SEMDEXA™, its novel, non-opioid product for the treatment of lumbosacral radicular pain (sciatica), were announced in March 2022.
ZTlido® was approved by the FDA on February 28, 2018.
For more information visit www.sorrentotherapeutics.com.
Forward-Looking Statements
This press release and any statements made for and during any presentation
or meeting concerning the matters discussed in this press release contain forward-looking statements related to Sorrento and its subsidiaries
under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995 and are subject to risks and uncertainties
that could cause actual results to differ materially from those projected. Forward-looking statements include statements regarding short-sales
of common stock of Scilex Holding Company and the hearing to consider the committee’s related request for a preliminary injunction.
Risks and uncertainties that could cause Sorrento’s actual results
to differ materially and adversely from those expressed in our forward-looking statements, include, but are not limited to: Sorrento’s
ability to enforce on its arbitration award in the Cynviloq Arbitration, general economic, political and business conditions; risks related
to the COVID-19 pandemic; the risk that the potential product candidates that Sorrento develops may not progress through clinical development
or receive required regulatory approvals within expected timelines or at all; risks relating to uncertainty regarding the regulatory pathway
for Sorrento’s product candidates; the risk that Sorrento will be unable to successfully market or gain market acceptance of its
product candidates; the risk that Sorrento’s product candidates may not be beneficial to patients or successfully commercialized;
the risk that Sorrento has overestimated the size of the target patient population, their willingness to try new therapies and the willingness
of physicians to prescribe these therapies; risks that the results of the Phase 2 trial for SP-103 or Phase 1 trials for SP-104 may not
be successful; risks that the prior results of the clinical trials of SP-102 (SEMDEXA™), SP-103 or SP-104 may not be replicated;
regulatory and intellectual property risks; and other risks and uncertainties indicated from time to time and other risks set forth in
Sorrento’s filings with the SEC, and relating to the voluntary proceedings under Chapter 11 in the Bankruptcy Court (the “Chapter
11 Cases”), Sorrento’s ability to continue operating in the ordinary course while the Chapter 11 Cases are pending, the timing
and outcome of the Chapter 11 Cases, Sorrento’s ability to obtain timely approval by the Bankruptcy Court of the motions filed in
the Chapter 11 Cases and any effects of the Chapter 11 Cases on the enforcement of the arbitration award in the Cynviloq Arbitration and
Sorrento’s ability to comply with the restrictions imposed by the terms and conditions of the DIP financing. Investors are cautioned
not to place undue reliance on these forward-looking statements, which speak only as of the date of this release, and we undertake no
obligation to update any forward-looking statement in this press release except as may be required by law.
Contacts:
For Sorrento Therapeutics, Inc.
Media Contact
The Levinson Group
212-202-2754
Email: sorrento@tlgcommunications.com
Website: www.sorrentotherapeutics.com
For the Official Committee of Equity Security Holders
Counsel
Glenn Agre Bergman & Fuentes
Phone: 212-970-1600
Email: GABFsorrentoteam@glennagre.com
Sorrento® and the Sorrento logo are registered trademarks of Sorrento
Therapeutics, Inc.
G-MAB™, DAR-T™, Seprehvec™, SOFUSA™, COVI-MSC™,
COVIMARK™, Fujovee™ and Ovydso™ are trademarks of Sorrento Therapeutics, Inc.
SEMDEXA™ (SP-102) is a trademark of Semnur Pharmaceuticals, Inc.
A proprietary name review by the FDA is planned.
All other trademarks are the property of their respective owners.