Current Report Filing (8-k)
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2020-12-21 iso4217:USD xbrli:shares iso4217:USD xbrli:shares
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported):
December 21, 2020
SORRENTO THERAPEUTICS, INC.
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
4955 Directors Place
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number, including area code: (858)
(Former Name, or Former Address, if Changed Since Last
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
Name of each exchange
on which registered
Common Stock, $0.0001 par value
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.
On December 21, 2020, ImmunityBio, Inc. (“ImmunityBio”), a
privately-held immunotherapy company, and NantKwest, Inc. (Nasdaq:
NK) (“NantKwest”) issued a press release announcing that they have
entered into an agreement to merge in a stock-for-stock transaction
(the “Press Release”).
Sorrento Therapeutics, Inc. (the “Company”) currently owns
10,000,000 shares of common stock of Immunity Bio.
According to the Press Release, the transaction is structured as a
tax-free 100% stock-for-stock merger, with ImmunityBio to reverse
merge with NantKwest. The Press Release also stated that, under the
terms of the agreement, ImmunityBio shareholders will receive a
fixed exchange ratio of 0.8190 shares of NantKwest for each share
of ImmunityBio owned. According to the Press Release, upon
completion of the transaction, on a fully diluted basis,
ImmunityBio shareholders will own approximately 72% of the combined
company and NantKwest shareholders will own approximately 28% of
the combined company, on a fully diluted basis.
The transaction, which, according to the Press Release, is expected
to close in the first half of 2021, is subject to shareholder
approval by a majority of unaffiliated shareholders of NantKwest,
in addition to other customary closing conditions.
According to the Press Release, following the closing of the
transaction, the combined company will assume the ImmunityBio name
and continue to be listed on the Nasdaq exchange.
This Current Report on Form 8-K contains forward-looking statements
that involve risks and uncertainties, such as statements related to
the proposed transaction between ImmunityBio and NantKwest,
including the exchange ratio, the expected ownership of the
combined company following the completion of the transaction, the
timing for the closing of the transaction and the expected Nasdaq
listing following the closing of the transaction. The risks and
uncertainties involved include the parties’ ability to satisfy
certain conditions to closing the transaction, including receipt of
requisite stockholder approvals, on a timely basis or at all,
market conditions, and other risks detailed in the Press Release.
You are cautioned not to place undue reliance on forward-looking
statements, which are based on the current expectations and
assumptions and speak only as of the date of this Current Report on
Form 8-K. The Company does not intend to revise or update any
forward-looking statement in this Current Report on Form 8-K as a
result of new information, future events or otherwise, except as
required by law.
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.
||Name: Henry Ji,
||Title: Chairman of the
Board, President and Chief Executive Officer