Current Report Filing (8-k)
October 20 2020 - 05:22PM
Edgar (US Regulatory)
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2020-10-16 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
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):
October 16, 2020
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 |
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Common Stock, $0.0001 par value |
|
SRNE |
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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 5.02. Departure of Directors or Certain Officers; Election
of Directors; Appointment of Certain Officers; Compensatory
Arrangements of Certain Officers.
On October 16, 2020, Sorrento Therapeutics, Inc. (the “Company”)
held its 2020 Annual Meeting of Stockholders (the “Meeting”). At
the Meeting, the Company’s stockholders approved the Sorrento
Therapeutics, Inc. 2020 Employee Stock Purchase Plan (the “ESPP”),
an amendment to the Sorrento Therapeutics, Inc. 2019 Stock
Incentive Plan (the “2019 Plan”) and the CEO Performance Award for
Henry Ji. Ph.D. (the “Performance Award”).
The ESPP, the amendment to the 2019 Plan and the Performance Award
had been previously approved, subject to stockholder approval, by
the Compensation Committee of the Company’s Board of Directors. A
summary of each of the ESPP, the 2019 Plan and the Performance
Award was included in the Company’s definitive proxy statement for
the Meeting filed with the Securities and Exchange Commission on
September 1, 2020 (the “Proxy Statement”). Each summary is
qualified in its entirety by reference to the full text of the
ESPP, the 2019 Plan and the Performance Award, which are filed as
Exhibits 10.1, 10.2 and 10.3 hereto, respectively, and incorporated
herein by reference.
Item 5.07. Submission of Matters to a Vote of Security
Holders.
On October 16, 2020, the Company held the Meeting. At the Meeting,
a total of 192,050,194 shares, or 74.6% of the Company’s common
stock issued and outstanding as of the record date, were
represented virtually or by proxy.
At the Meeting, the Company’s stockholders considered five
proposals, each of which is described in more detail in the Proxy
Statement.
Set forth below is a brief description of each matter voted upon at
the Meeting and the voting results with respect to each matter.
Proposal No. 1: To elect the following nominees as directors
to serve until the Company’s 2021 Annual Meeting of
Stockholders.
|
Nominee |
|
For |
|
Withhold |
|
Broker Non-Votes |
| Henry Ji,
Ph.D. |
|
88,266,373 |
|
1,705,434 |
|
102,078,387 |
| Dorman
Followwill |
|
77,101,463 |
|
12,870,344 |
|
102,078,387 |
| Kim D. Janda,
Ph.D. |
|
83,374,981 |
|
6,596,826 |
|
102,078,387 |
| David Lemus |
|
88,519,467 |
|
1,452,340 |
|
102,078,387 |
| Jaisim Shah |
|
84,829,865 |
|
5,141,942 |
|
102,078,387 |
| Dr. Robin L.
Smith |
|
88,923,290 |
|
1,048,517 |
|
102,078,387 |
| Yue Alexander Wu,
Ph.D. |
|
77,019,681 |
|
12,952,126 |
|
102,078,387 |
Proposal No. 2: To ratify the appointment of Ernst &
Young LLP as the Company’s independent registered public accounting
firm for the Company’s fiscal year ending December 31,
2020.
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
|
189,039,863 |
|
1,913,413 |
|
1,096,918 |
|
0 |
Proposal No. 3: To approve the Sorrento Therapeutics, Inc.
2020 Employee Stock Purchase Plan.
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
|
87,108,079 |
|
2,277,742 |
|
585,986 |
|
102,078,387 |
Proposal No. 4: To approve an amendment to the Sorrento
Therapeutics, Inc. 2019 Stock Incentive Plan to increase the number
of shares authorized for issuance thereunder by 12,500,000
shares.
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
|
71,040,909 |
|
18,351,405 |
|
579,493 |
|
102,078,387 |
Proposal No. 5: To approve the CEO Performance Award for
Henry Ji, Ph.D.
Pursuant to the votes cast standard, the votes were as follows:
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
|
70,047,961 |
|
19,119,560 |
|
804,286 |
|
102,078,387 |
Pursuant to the votes cast by holders of shares of the Company’s
common stock that are not beneficially owned, directly or
indirectly, by Dr. Ji standard, the votes were as follows:
|
For |
|
Against |
|
Abstentions |
|
Broker Non-Votes |
| 65,690,461 |
|
19,119,560 |
|
804,286 |
|
102,078,387 |
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.
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SORRENTO
THERAPEUTICS, INC. |
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| Date: October 20,
2020 |
By: |
/s/ Henry Ji, Ph.D. |
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Name:
Henry Ji, Ph.D. |
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| |
|
Title:
President and Chief Executive Officer |
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