Item 1.01. Entry into a Material Definitive
Agreement.
On June 2, 2022, Sorrento Therapeutics, Inc. (the
“Company”) and Scilex Pharmaceuticals Inc. (“Scilex”), an indirect subsidiary of the Company (“Scilex”),
entered into a Consent Under and Amendment No. 4 to Indenture (the “Indenture Amendment”) with U.S. Bank Trust Company, National
Association (as successor in interest to U.S. Bank National Association), as trustee (the “Trustee”) and collateral agent
(the “Agent”), and the beneficial owners of those certain senior secured notes due 2026 issued by Scilex in September 2018
(the “Notes”) listed on the signature pages thereto (the “Holders”), which amended that that certain Indenture,
dated September 7, 2018, by and among Scilex, the Company, the Trustee and the Agent, as amended (the “Indenture”).
Pursuant to the Indenture Amendment, (1) on June
3, 2022, Scilex repurchased approximately $41.4 million of the aggregate principal amount of the outstanding Notes at 100% of the principal
amount thereof (the “Repurchase”), (2) the Holders agreed that Scilex can repurchase the remaining principal amount of the
Notes at any time on or before September 30, 2022 for $41.4 million (subject to reduction for any quarterly royalty payments) and the
Holders will forgive and discharge $28.0 million of the aggregate principal amount of the Notes, (3) the minimum cash requirement under
the Indenture was reduced to $5.0 million in aggregate unrestricted cash equivalents at the end of each calendar month, and (4) the maximum
aggregate principal amount of that certain Intercompany Promissory Note issued by Scilex to the Company on October 5, 2018 was increased
from up to $25.0 million to up to $50.0 million.
The Indenture Amendment includes representations
and warranties of the parties, indemnification obligations and other terms and conditions customary in agreements of this type. The representations,
warranties and covenants contained in the Indenture Amendment were made only for purposes of such agreement and as of specific dates,
were solely for the benefit of the parties to the Indenture Amendment, and may be subject to limitations agreed upon by the contracting
parties. Accordingly, the Indenture Amendment is incorporated herein by reference only to provide investors with information regarding
the terms of the Indenture Amendment, and not to provide investors with any other factual information regarding the Company or its business,
and should be read in conjunction with the disclosures in the Company’s periodic reports and other filings with the Securities and
Exchange Commission (the “SEC”).
The foregoing description of the Indenture Amendment
does not purport to be complete and is qualified in its entirety by reference to the copy of the Indenture Amendment filed herewith as
Exhibit 10.1, as well as copies of: (i) the Indenture, which was filed as Exhibit 10.1 to the Company’s Quarterly Report on Form
10-Q filed with the SEC on November 9, 2018, (ii) the Omnibus Amendment No. 1 to Indenture and Letter of Credit, dated as of October
1, 2019, by and among Scilex, the Company, the Trustee and the Holders, which was filed as Exhibit 10.1 to the Company’s Current
Report on Form 8-K filed with the SEC at 4:32 p.m. Eastern Time on October 1, 2019, (iii) the Omnibus Amendment No. 2 to Indenture and
Letter of Credit, dated as of March 30, 2020, by and among Scilex, the Company, the Trustee and the Holders, which was filed as Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q filed with the SEC on May 11, 2020, and (iv) the Consent Under and Amendment
No. 3 to Indenture and Letter of Credit, dated as of December 14, 2020, by and among Scilex, the Company, the Trustee and the Holders,
which was filed as Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the SEC on December 15, 2020.