As filed with the Securities and Exchange
Commission on May 4, 2017
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
__________________________
FORM S-3
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
__________________________
SORRENTO THERAPEUTICS, INC.
(Exact name of registrant as specified
in its charter)
Delaware
(State or other jurisdiction of incorporation
or organization)
33-0344842
(I.R.S. Employer Identification No.)
__________________________
4955 Directors Place
San Diego, CA 92121
(858) 203-4100
(Address, including zip code, and telephone
number,
including area code, of registrant’s
principal executive offices)
__________________________
Dr. Henry Ji
President and Chief Executive Officer
Sorrento Therapeutics, Inc.
4955 Directors Place
San Diego, CA 92121
(858) 203-4100
(Name, address, including zip code, and
telephone number,
including area code, of agent for service)
__________________________
Copies to:
Jeffrey T. Hartlin, Esq.
Paul Hastings LLP
1117 S. California Avenue
Palo Alto, CA 94304
(650) 320-1804
Approximate date of commencement of proposed
sale to the public:
From time to time after this registration
statement becomes effective
If the only securities being registered
on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.
£
If any of the securities being registered
on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than
securities offered only in connection with dividend or interest reinvestment plans, check the following box.
T
If this Form is filed to register additional
securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities
Act registration statement number of the earlier effective registration statement for the same offering.
£
If this Form is a post-effective amendment
filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement
number of the earlier effective registration statement for the same offering.
£
If this Form is a registration statement
pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission
pursuant to Rule 462(e) under the Securities Act, check the following box.
£
If this Form is a post-effective amendment
to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes
of securities pursuant to Rule 413(b) under the Securities Act, check the following box.
£
Indicate by check mark whether the registrant
is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth
company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting
company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer
£
|
Accelerated filer
T
|
Non-accelerated filer
£
|
Smaller reporting company
£
|
Emerging growth company
£
|
|
|
(Do not check if a smaller reporting 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 7(a)(2)(B) of the Securities
Act.
¨
CALCULATION OF REGISTRATION FEE
Title of Each Class of Securities to be
Registered
|
|
Amount to be
Registered
(1)
|
|
|
Proposed
Maximum
Offering Price
Per Share
(2)
|
|
|
Proposed
Maximum
Aggregate
Offering Price
|
|
|
Amount of
Registration Fee
|
Common Stock, par value $0.0001 per share
|
|
|
797,081
(3)
|
|
|
|
$1.875
|
|
|
$1,494,526.88
|
|
|
|
$173.22
|
|
Total
|
|
|
797,081
|
|
|
|
$1.875
|
|
|
$1,494,526.88
|
|
|
|
$173.22
|
|
(1)
|
Pursuant to Rule 416(a) under the Securities Act of 1933, as amended, this Registration Statement shall also cover any additional shares of the Registrant’s Common Stock that become issuable by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration.
|
(2)
|
Estimated solely for the purpose of calculating the amount of the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. The offering price per share and aggregate offering price are based upon the average of the high and low prices for the Registrant’s Common Stock as reported on the NASDAQ Capital Market on May 1, 2017, a date within five business days prior to the filing of this Registration Statement.
|
(3)
|
All 797,081 shares of Common Stock are to be offered by the selling stockholders named herein, which such shares of Common Stock were issued to the selling stockholders in connection with the acquisition of all of the outstanding ordinary shares of Virttu Biologics Limited by a subsidiary of the Registrant.
|
The Registrant
hereby amends this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrant
shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in
accordance with Section 8(a) of the Securities Act of 1933, as amended, or until the Registration Statement shall become effective
on such date as the Securities and Exchange Commission acting pursuant to said Section 8(a) may determine.
The information in this
prospectus is not complete and may be changed. These securities may not be sold until the registration statement filed with the
Securities and Exchange Commission is effective. This prospectus is not an offer to sell these securities and it is not soliciting
an offer to buy these securities in any state where the offer or sale is not permitted.
Subject to Completion, dated
May 4, 2017
PROSPECTUS
|
|
|
Sorrento
Therapeutics, Inc.
797,081
Shares of Common Stock
This prospectus relates
to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders” (the “Selling
Stockholders”) of up to 797,081 shares (the “Shares”) of our common stock, par value $0.0001 per share (“Common
Stock”). We issued the Shares on April 27, 2017 pursuant to that certain Share Purchase Agreement, dated April 27, 2017 (the
“Share Purchase Agreement”), by and among us, TNK Therapeutics, Inc. (“TNK”), Virttu Biologics Limited
(“Virttu”), the shareholders of Virttu party thereto (the “Virttu Shareholders”) and Dayspring Ventures
Limited, as representative of the Virttu Shareholders. We are registering the resale of the Shares as required by the Registration
Rights Agreement, dated April 27, 2017, by and among us and the Virttu Shareholders (the “Registration Rights Agreement”).
Our registration of
the Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. The
Selling Stockholders may sell the Shares covered by this prospectus in a number of different ways and at varying prices. For additional
information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this
prospectus entitled “Plan of Distribution” beginning on page 8 of this prospectus. We will not receive any of the proceeds
from the Shares sold by the Selling Stockholders.
No underwriter or other
person has been engaged to facilitate the sale of the Shares in this offering. The Selling Stockholders may be deemed
underwriters of the Shares that they are offering pursuant to this prospectus. We will bear all costs, expenses and
fees in connection with the registration of the Shares. The Selling Stockholders will bear all commissions and discounts,
if any, attributable to their respective sales of the Shares.
You should read this
prospectus, any applicable prospectus supplement and any related free writing prospectus carefully before you invest.
Investing in
our Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” contained on page 3 of this prospectus, any applicable prospectus supplement and in any applicable free
writing prospectuses, and under similar headings in the documents that are incorporated by reference into this prospectus.
Our Common Stock is
currently listed on the NASDAQ Capital Market under the symbol “SRNE”. On May 3, 2017, the last reported sales price
for our Common Stock was $1.90 per share.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is ,
2017.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only
on the information we have provided or incorporated by reference into this prospectus, any applicable prospectus supplement and
any related free writing prospectus. We have not authorized anyone to provide you with information different from that contained
in this prospectus, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other
person is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus
supplement or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus
is an offer to sell only the Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do
so. You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing
prospectus is accurate only as of the date on the front of the document and that any information we have incorporated by reference
is accurate only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus
or any sale of a security.
The Selling Stockholders
are offering the Shares only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance
of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of
this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the Shares and the distribution
of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, the Shares offered by this prospectus by any person in any jurisdiction in which
it is unlawful for such person to make such an offer or solicitation.
This prospectus is
part of a registration statement that we filed with the Securities and Exchange Commission (the “SEC”), under which
the Selling Stockholders may offer from time to time up to an aggregate of 797,081 shares of our Common Stock in one or more offerings.
If required, each time a Selling Stockholder offers Common Stock, in addition to this prospectus, we will provide you with a prospectus
supplement that will contain specific information about the terms of that offering. We may also authorize one or more free writing
prospectuses to be provided to you that may contain material information relating to that offering. We may also use a prospectus
supplement and any related free writing prospectus to add, update or change any of the information contained in this prospectus
or in documents we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related
free writing prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating
to this offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made
in this prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus
supplement. Please carefully read both this prospectus and any prospectus supplement together with the additional information
described below under “Important Information Incorporated by Reference”.
SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain
all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus,
any applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our Common Stock
discussed under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any
related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this
prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial
statements, and the exhibits to the registration statement of which this prospectus forms a part. Unless otherwise mentioned or
unless the context requires otherwise, all references in this prospectus to “Sorrento”, “the Company”,
“we”, “us”, “our” or similar references mean Sorrento Therapeutics, Inc. together with its
consolidated subsidiaries.
Sorrento Therapeutics, Inc.
Sorrento is a clinical
stage biotechnology company focused on delivering clinically meaningful therapies to patients and their families, globally. Our
primary focus is to transform cancer into a treatable or chronically manageable disease. We also have programs assessing the use
of our technologies and products in auto-immune, inflammatory, neurodegenerative, infectious diseases and pain indications with
high unmet medical needs.
At our core, we are
an antibody-centric company and leverage our proprietary G-MAB™ library to identify, screen and validate fully human antibodies
against high impact oncogenic targets and mutations, immune modulators and intracellular targets. To date, we have screened over
100 validated targets and generated a number of fully human antibodies against these targets which are at various stages of preclinical
development. These include PD-1, PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2, OX40, TIGIT and CD137, among others.
Our vision is to leverage
these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics.
These modalities include proprietary antibody drug conjugates, bispecific approaches, as well as T-Cell Receptor-like antibodies.
With LA Cell, Inc., our joint venture with City of Hope, our objective is to become the global leader in the development of antibodies
against intracellular targets such as STAT3, mutant KRAS, MYC, p53 and TAU. Additionally, we have acquired and are assessing the
regulatory and strategic path forward for our portfolio of late stage biosimilar/biobetter antibodies based on Erbitux®, Remicade®,
Xolair®, and Simulect® as these may represent nearer term commercial opportunities.
With each of our programs,
we aim to tailor our therapies to treat specific stages in the evolution of cancer, from elimination, to equilibrium and escape.
In addition, our objective is to focus on tumors that are resistant to current treatments and where we can design trials based
on a genetic signature or biomarker to ensure patients have the best chance of a durable and significant response.
We have several immuno-oncology
programs that are in or near entering the clinic. These include cellular therapies, an oncolytic virus, monoclonal antibodies and
a palliative care program targeted to treat intractable cancer pain.
Our cellular therapy
programs focus on Chimeric Antigen Receptor-T Cell (“CAR-T”) for adoptive cellular immunotherapy to treat both solid
and liquid tumors. We have reported early data from Phase I trials of our carcinoembryonic antigen and PSMA directed CAR-T programs.
Our CD38 CAR-T is being evaluated in the context of highly resistant multiple myeloma, amyloidosis and graft-versus-host disease.
We are assessing our CD123 CAR-T in the context of highly resistant acute myeloid leukemia. Both of the latter programs have successfully
demonstrated strong preclinical anti-tumor activity in animal models. Our plan is to submit Investigational New Drug applications
with the U.S. Food and Drug Administration for at least one of these CAR-T programs in 2017.
Finally, as part of
our global aim to provide a wide range of therapeutic products to meet underserved therapeutic markets, we have made investments
and developed a separate pain focused franchise which we believe will serve to provide short term upside to our core thesis. Within
this franchise, resiniferatoxin (“RTX”) is a non-opioid-based TRPV1 agonist neurotoxin used as an injectable pain treatment.
The compound RTX has been granted orphan drug status for the treatment of intractable pain at end-stage disease. We have conducted
a Phase I trial with the National Institutes of Health and are exploring a path to accelerated approval with a Phase II, multicenter
trial to be initiated in late 2017.
Although we intend
to retain ownership and control of product candidates by advancing their development, we regularly also consider (i) partnerships
with pharmaceutical or biopharmaceutical companies and (ii) license or sale of certain products in each case, in order to balance
the risks and costs associated with drug discovery, development and commercialization with efforts to maximize our stockholders’
returns. Our partnering objectives include generating revenue through license fees, milestone-related development fees and royalties
as well as profit shares or joint ventures to generate potential returns from our product candidates and technologies. For a complete
description of our business, financial condition, results of operations and other important information, we refer you to our filings
with the SEC that are incorporated by reference in this prospectus, including our Annual Report on Form 10-K for the year ended
December 31, 2016, as amended. For instructions on how to find copies of these documents, see “Where You Can Find More Information”.
On September 21, 2009,
QuikByte Software, Inc., a Colorado corporation and shell company (“QuikByte”), consummated its acquisition of Sorrento
Therapeutics, Inc., a Delaware corporation and private concern (“STI”), in a reverse merger (the “Merger”).
Pursuant to the Merger, all of the issued and outstanding shares of STI common stock were converted into an aggregate of 6,775,032
shares of QuikByte common stock and STI became a wholly owned subsidiary of QuikByte. The holders of QuikByte’s common stock
immediately prior to the Merger held an aggregate of 2,228,333 shares of QuikByte’s common stock immediately following the
Merger.
We were originally
incorporated as San Diego Antibody Company in California in 2006 and were renamed “Sorrento Therapeutics, Inc.” and
reincorporated in Delaware in 2009, prior to the Merger. QuikByte was originally incorporated in Colorado in 1989. Following the
Merger, on December 4, 2009, QuikByte reincorporated under the laws of the State of Delaware (the “Reincorporation”).
Immediately following the Reincorporation, on December 4, 2009, we merged with and into QuikByte, the separate corporate existence
of STI ceased and QuikByte continued as the surviving corporation (the “Roll-Up Merger”). Pursuant to the certificate
of merger filed in connection with the Roll-Up Merger, QuikByte’s name was changed from “QuikByte Software, Inc.”
to “Sorrento Therapeutics, Inc.”
Risk Factors
An investment in shares
of our Common Stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 3 of this
prospectus before investing in our Common Stock.
Use of Proceeds
Although we will incur
expenses in connection with the registration of the Shares covered by this prospectus, we will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders.
Principal Executive Offices and Additional
Information
Our principal executive
offices are located at 4955 Directors Place, San Diego, CA 92121, and our telephone number at that address is (858)
203-4100
.
Our website is www.sorrentotherapeutics.com. Any information contained on, or that can be accessed through, our website is not
incorporated by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with making
any decision with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the
SEC’s website at
http://www.sec.gov
.
RISK FACTORS
Investing in shares
of our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks
described under “Risk Factors” in any applicable prospectus supplement and in our most recent Annual Report on Form
10-K, together with all of the other information appearing in or incorporated
by reference into this prospectus and any applicable prospectus supplement, before deciding whether to purchase any of the Common
Stock being offered. Our business, financial condition or results of operations could be materially adversely affected by any of
these risks. The trading price of shares of our Common Stock could decline due to any of these risks, and you may lose all or part
of your investment.
DISCLOSURE REGARDING FORWARD-LOOKING
STATEMENTS
This prospectus and
the documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning of Section
27A of the Securities Act of 1933, as amended (the “Securities Act”), and Section 21E of the Securities Exchange Act
of 1934, as amended (the “Exchange Act”), about the Company and its subsidiaries. These forward-looking statements
are intended to be covered by the safe harbor for forward-looking statements provided by the Private Securities Litigation Reform
Act of 1995. Forward-looking statements are not statements of historical fact, and can be identified by the use of forward-looking
terminology such as “believes”, “expects”, “may”, “will”, “could”,
“should”, “projects”, “plans”, “goal”, “targets”, “potential”,
“estimates”, “pro forma”, “seeks”, “intends” or “anticipates” or the
negative thereof or comparable terminology. Forward-looking statements include discussions of strategy, financial projections,
guidance and estimates (including their underlying assumptions), statements regarding plans, objectives, expectations or consequences
of various transactions, and statements about the future performance, operations, products and services of the Company and its
subsidiaries. We caution our stockholders and other readers not to place undue reliance on such statements.
You should read this
prospectus and the documents incorporated by reference completely and with the understanding that our actual future results may
be materially different from what we currently expect. Our business and operations are and will be subject to a variety of risks,
uncertainties and other factors. Consequently, actual results and experience may materially differ from those contained in any
forward-looking statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ
from those projected include, but are not limited to, the risk factors set forth in Part I - Item 1A, “Risk Factors”,
in our Annual Report on Form 10-K for the year ended December 31, 2016, as filed with the SEC on March 22, 2017, as amended, and
elsewhere in the documents incorporated by reference into this prospectus.
You should assume that
the information appearing in this prospectus, any accompanying prospectus supplement, any related free writing prospectus and any
document incorporated herein by reference is accurate as of its date only. Because the risk factors referred to above could
cause actual results or outcomes to differ materially from those expressed in any forward-looking statements made by us or on our
behalf, you should not place undue reliance on any forward-looking statements. Further, any forward-looking statement speaks only
as of the date on which it is made. New factors emerge from time to time, and it is not possible for us to predict which factors
will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination
of factors, may cause actual results to differ materially from those contained in any forward-looking statements. All written or
oral forward-looking statements attributable to us or any person acting on our behalf made after the date of this prospectus are
expressly qualified in their entirety by the risk factors and cautionary statements contained in and incorporated by reference
into this prospectus. Unless legally required, we do not undertake any obligation to release publicly any revisions to such forward-looking
statements to reflect events or circumstances after the date of this prospectus or to reflect the occurrence of unanticipated events.
USE OF PROCEEDS
We will receive no
proceeds from the sale of the Shares by the Selling Stockholders.
The Selling Stockholders
will pay any underwriting fees, discounts and commissions attributable to the sale of the Shares and any similar expenses they
incur in disposing of the Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the
Shares covered by this prospectus. These may include, without limitation, all registration and filing fees, printing fees and fees
and expenses of our counsel and accountants and the actual, reasonable and documented fees and expenses of counsel for the Selling
Stockholders in an amount not to exceed $10,000, in each case, in connection with the registration of the Shares covered by this
prospectus.
SELLING STOCKHOLDERS
Unless the context
otherwise requires, as used in this prospectus, “Selling Stockholders” includes the selling stockholders listed below
and donees, pledgees, permitted transferees or other successors-in-interest selling shares received after the date of this prospectus
from a selling stockholder as a gift, pledge or other non-sale related transfer.
We have prepared this
prospectus to allow the Selling Stockholders or their successors, assignees or other permitted transferees to sell or otherwise
dispose of, from time to time, up to 797,081 shares of our Common Stock. The shares to be offered hereby were issued to the Selling
Stockholders in connection with our acquisition of all of the outstanding ordinary shares of Virttu pursuant to the Share Purchase
Agreement. Pursuant to the terms of the Share Purchase Agreement, we issued an aggregate total of 797,081 shares of Common Stock
to the Virttu Shareholders and further agreed to register the 797,081 shares of our Common Stock pursuant to the Registration Rights
Agreement. These shares were issued to the Virttu Shareholders in reliance on the exemption from securities registration in Section
4(a)(2) under the Securities Act and Rule 506 promulgated thereunder, as well as the safe harbor provided by Regulation S under
the Securities Act.
The shares of Common
Stock to be offered by the Selling Stockholders are “restricted” securities under applicable federal and state securities
laws and are being registered under the Securities Act to give the Selling Stockholders the opportunity to sell these shares publicly. The
registration of these shares does not require that any of the shares be offered or sold by the Selling Stockholders. Subject
to these resale restrictions, the Selling Stockholders may from time to time offer and sell all or a portion of their shares indicated
below in privately negotiated transactions or on the NASDAQ Capital Market or any other market on which our Common Stock may subsequently
be listed or quoted.
The registered shares
may be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best
effort basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts
and any other required information with respect to any particular offering will be set forth in a prospectus supplement. See
the section of this prospectus entitled “Plan of Distribution”. The Selling Stockholders and any agents or broker-dealers
that participate with the Selling Stockholders in the distribution of registered shares may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the registered shares
may be deemed to be underwriting commissions or discounts under the Securities Act.
No estimate can be
given as to the amount or percentage of Common Stock that will be held by the Selling Stockholders after any sales made pursuant
to this prospectus because the Selling Stockholders are not required to sell any of the Shares being registered under the registration
statement of which this prospectus forms a part. The following table assumes that the Selling Stockholders will sell
all of the Shares listed in this prospectus.
Unless otherwise indicated
in the footnotes below, no Selling Stockholder has had any material relationship with us or any of our affiliates within the past
three years other than as a security holder.
We have prepared this
table based on written representations and information furnished to us by or on behalf of the Selling Stockholders. Since the date
on which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred or otherwise disposed
of all or a portion of the shares of Common Stock in a transaction exempt from the registration requirements of the Securities
Act. Unless otherwise indicated in the footnotes below, we believe that (1) none of the Selling Stockholders are broker-dealers
or affiliates of broker-dealers, (2) no Selling Stockholder has direct or indirect agreements or understandings with any person
to distribute their Shares, and (3) the Selling Stockholders have sole voting and investment power with respect to all shares beneficially
owned, subject to applicable community property laws. To the extent any Selling Stockholder identified below is, or is affiliated
with, a broker-dealer, it could be deemed to be, under SEC Staff interpretations, an “underwriter” within the meaning
of the Securities Act. Information about the Selling Stockholders may change over time. Any changed information will be set forth
in supplements to this prospectus, if required.
The following table
sets forth information with respect to the beneficial ownership of our Common Stock held, as of April 30, 2017, by the Selling
Stockholders and the number of Shares being offered hereby and information with respect to shares to be beneficially owned by the
Selling Stockholders after completion of this offering. The percentages in the following table reflect the shares beneficially
owned by the Selling Stockholders as a percentage of the total number of shares of Common Stock outstanding as of April 30, 2017. As
of such date, 75,309,267 shares of Common Stock were outstanding.
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|
Shares
Beneficially Owned
Prior to the Offering
(1)
|
|
|
Maximum
Number of Shares of
Common Stock
to be Offered
Pursuant to this
|
|
|
Shares Beneficially Owned
fter the Offering
(1)(2)
|
|
Name
|
|
Number
|
|
|
Percentage
|
|
|
Prospectus
|
|
|
Number
|
|
|
Percentage
|
|
Dayspring Ventures Limited
|
|
|
755,955
|
(3)
|
|
|
*
|
|
|
|
755,955
|
|
|
|
—
|
|
|
|
—
|
|
Cancer Research Technology Limited
|
|
|
6,343
|
(4)
|
|
|
*
|
|
|
|
6,343
|
|
|
|
—
|
|
|
|
—
|
|
GU Holdings Limited
|
|
|
20,936
|
(5)
|
|
|
*
|
|
|
|
20,936
|
|
|
|
—
|
|
|
|
—
|
|
Suzanne Moira Brown
|
|
|
13,847
|
(6)
|
|
|
*
|
|
|
|
13,847
|
|
|
|
—
|
|
|
|
—
|
|
TOTAL
|
|
|
797,081
|
|
|
|
—
|
|
|
|
797,081
|
|
|
|
—
|
|
|
|
—
|
|
*
|
Less than 1%.
|
(1)
|
Beneficial ownership is determined in accordance with Rule 13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of that person, shares of Common Stock subject to warrants, options and other convertible securities held by that person that are currently exercisable or exercisable within 60 days (of April 30, 2017) are deemed outstanding. Shares subject to warrants, options and other convertible securities, however, are not deemed outstanding for the purpose of computing the percentage ownership of any other person.
|
(2)
|
Assumes that the Selling Stockholders dispose of all of the shares of Common Stock covered by this prospectus and do not acquire beneficial ownership of any additional shares. The registration of these shares does not necessarily mean that the Selling Stockholders will sell all or any portion of the shares covered by this prospectus.
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(3)
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The address of the Selling Stockholder is 4 Bond Street, St Helier, Jersey JE2 3NP. Voting and dispositive power with respect to the 755,955 shares held by the Selling Stockholder is held by Daniel Young and Richard Joynt, who are Directors of the Selling Stockholder.
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(4)
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The address of the Selling Stockholder is Angel Building, 407 St John Street, London EC1V 4AD. Voting and dispositive power with respect to the 6,343 shares held by the Selling Stockholder is held by Iain Foulkes, who is the Chief Executive Officer of the Selling Stockholder, Andrew Waldron, who is the Head of Legal and Company Secretary and Laura Fletcher, who is the Associate Director, Business Management of the Selling Stockholder.
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(5)
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The address of the Selling Stockholder is 11 The Square, University Avenue, Glasgow, Lanarkshire, G12 8QQ. Voting and dispositive power with respect to the 20,936 shares held by the Selling Stockholder is held by Neal Peter Juster, who is the Director of the Selling Stockholder.
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(6)
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The address of the Selling Stockholder is Kilure, The Steading, Croy Cunningham, Killearn, Glasgow, G63 9QY.
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Indemnification
Under the Registration
Rights Agreement, we have agreed to indemnify the Selling Stockholders, their affiliates and permitted transferees against certain
losses, claims, damages, liabilities, settlement costs and expenses, including certain liabilities under the Securities Act and
the Exchange Act.
PLAN OF DISTRIBUTION
We are registering the shares of Common
Stock to permit the resale of these shares of Common Stock by the holders of the Common Stock from time to time after the date
of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares of Common Stock.
We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.
The Selling Stockholders may sell all or
a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly or through one
or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers,
the Selling Stockholders will be responsible for underwriting fees, discounts or commissions or agent’s commissions. The
shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the
sale, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders will act independently
of us in making decisions with respect to the timing, manner and size of each sale. These sales may be effected in transactions,
which may involve cross or block transactions:
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on any national securities exchange or quotation service on which the securities may be listed
or quoted at the time of sale;
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in the over-the-counter market;
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·
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in transactions otherwise than on these exchanges or systems or in the over-the-counter market;
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through the writing of options, whether such options are listed on an options exchange or otherwise;
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in ordinary brokerage transactions and transactions in which the broker-dealer solicits purchasers;
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·
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in block trades in which the broker-dealer will attempt to sell the shares as agent but may position
and resell a portion of the block as principal to facilitate the transaction;
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·
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through purchases by a broker-dealer as principal and resale by the broker-dealer for its account;
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in an exchange distribution in accordance with the rules of the applicable exchange;
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in privately negotiated transactions;
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·
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through the distribution of the Common Stock by any Selling Stockholder to its partners, members
or stockholders;
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through one or more underwritten offerings on a firm commitment or best efforts basis;
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·
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in sales pursuant to Rule 144;
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·
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whereby broker-dealers may agree with the Selling Stockholders to sell a specified number of
such shares at a stipulated price per share;
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·
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in a combination of any such methods of sale; and
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·
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in any other method permitted pursuant to applicable law.
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If the Selling Stockholders effect such
transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters, broker-dealers
or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders or commissions
from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal (which discounts,
concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those customary in the types
of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling Stockholders may enter
into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of Common Stock in the course
of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short and deliver shares of
Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection with such short
sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may sell such shares.
The Selling Stockholders may pledge or grant
a security interest in some or all of the shares of Common Stock owned by them and, if they default in the performance of their
secured obligations, the pledgees or secured parties may offer and sell the shares of Common Stock from time to time pursuant to
this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable provision of the Securities Act amending,
if necessary, the list of Selling Stockholders to include the pledgee, transferee or other successors in interest as Selling Stockholders
under this prospectus. The Selling Stockholders also may transfer and donate the shares of Common Stock in other circumstances
in which case the transferees, donees, pledgees or other successors in interest will be the selling beneficial owners for purposes
of this prospectus.
The Selling Stockholders and any broker-dealer
participating in the distribution of the shares of Common Stock may be deemed to be “underwriters” within the meaning
of the Securities Act, and any commission paid, or any discounts or concessions allowed to, any such broker-dealer may be deemed
to be underwriting commissions or discounts under the Securities Act. At the time a particular offering of the shares of Common
Stock is made, a prospectus supplement, if required, will be distributed which will set forth the aggregate amount of shares of
Common Stock being offered and the terms of the offering, including the name or names of any broker-dealers or agents, any discounts,
commissions and other terms constituting compensation from the Selling Stockholders and any discounts, commissions or concessions
allowed or reallowed or paid to broker-dealers. The Selling Stockholders may indemnify any broker-dealer that participates in transactions
involving the sale of the shares of Common Stock against certain liabilities, including liabilities arising under the Securities
Act.
Under the securities laws of some states,
the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In addition, in some
states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale in such state or
an exemption from registration or qualification is available and is complied with.
There can be no assurance that any Selling
Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement of which this
prospectus forms a part.
The Selling Stockholders and any other person
participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules and regulations thereunder,
including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases and sales of any of the
shares of Common Stock by the Selling Stockholders and any other participating person. Regulation M may also restrict the ability
of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities with respect to the
shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and the ability of any
person or entity to engage in market-making activities with respect to the shares of Common Stock.
We will pay all expenses of the registration
of the shares of Common Stock pursuant to the Registration Rights Agreement, estimated to be $120,173 in total, including, without
limitation, SEC filing fees and expenses of compliance with state securities or “Blue Sky” laws;
provided
,
however
,
that a Selling Stockholder will pay all underwriting fees, discounts and selling commissions, if any. We will indemnify the Selling
Stockholders against certain liabilities, including certain liabilities arising under the Securities Act, or the Selling Stockholders
will be entitled to contribution. We may be indemnified by the Selling Stockholders against certain liabilities, including certain
liabilities under the Securities Act, that may arise from any written information furnished to us by the Selling Stockholder specifically
for use in this prospectus, or we may be entitled to contribution in an amount not to exceed the amount by which the net proceeds
received by such Selling Stockholder exceeds the amount of damages that such Selling Stockholder has otherwise been required to
pay.
Once sold under the
registration statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands
of persons other than our affiliates.
DESCRIPTION OF CAPITAL STOCK
General Matters
As
of
April 30, 2017
, our authorized capital stock consisted of 750,000,000 shares
of
Common Stock
, $0.0001 par value per share, and 100,000,000 shares of preferred
stock, $0.0001 par value per share. Our board of directors (our “Board”), may establish the rights and preferences
of the preferred stock from time to time. As of
April 30, 2017
, there were
75,309,267
shares of our
Common Stock
issued and outstanding
and no shares of preferred stock issued and outstanding
.
Common Stock
H
olders
of our
Common Stock
are entitled to one vote per share. Our Restated Certificate of
Incorporation, as amended (our “Certificate of Incorporation”), does not provide for cumulative voting. Holders of
our
Common Stock
are entitled to receive ratably such dividends, if any, as may be
declared by our Board out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for
our operations and potential expansion of our business. Upon liquidation, dissolution or winding-up, the holders of our
Common
Stock
are entitled to share ratably in all of our assets which are legally available for
distribution, after payment of or provision for all liabilities. The holders of our
Common Stock
have
no preemptive, subscription, redemption or conversion rights.
Preferred Stock
As
of the date of this prospectus, no shares of preferred stock are issued and outstanding. Our Certificate of Incorporation provides
that our Board may by resolution, without further vote or action by the stockholders, establish one or more classes or series of
preferred stock having the number of shares and relative voting rights, designation, dividend rates, liquidation, and other rights,
preferences, and limitations as may be fixed by them without further stockholder approval. Once designated by our Board, each series
of preferred stock will have specific financial and other terms that will be set forth in the applicable certificate of designation
for the series. Prior to the issuance of shares of each series of preferred stock, our Board is required by the General Corporation
Law of the State of Delaware (the “DGCL”) and our Certificate of Incorporation to adopt resolutions and file a certificate
of designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series
the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some
or all of the following
:
(a) The distinctive
designation of such series and the number of shares which shall constitute such series, which number may be increased (except where
otherwise provided by our Board in creating such series) or decreased (but not below the number of shares thereof then outstanding)
from time to time by resolution of our Board;
(b) The rate and
manner of payment of dividends payable on shares of such series, including the dividend rate, date of declaration and payment,
whether dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative;
(c) Whether shares
of such series shall be redeemable, the time or times when, and the price or prices at which, shares of such series shall be redeemable,
the redemption price, the terms and conditions of redemption, and the sinking fund provisions, if any, for the purchase or redemption
of such shares;
(d) The amount
payable on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation,
dissolution or winding up of the affairs of the Company;
(e) The rights,
if any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock,
other securities, or shares of any other class or series of preferred stock and the terms and conditions of such conversion or
exchange;
(f) The voting
rights, if any, and whether full or limited, of the shares of such series, which may include no voting rights, one vote per share,
or such higher or lower number of votes per share as may be designated by our Board; and
(g) The preemptive
or preferential rights, if any, of the holders of shares of such series to subscribe for, purchase, receive, or otherwise acquire
any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures,
notes, or any of our other securities, whether or not convertible into shares of our Common Stock.
In connection with
the adoption of a rights agreement, dated November 7, 2013, we filed a Certificate of Designation, Preferences and Rights
of Series A Junior Participating Preferred Stock (the “Certificate of Designation”) with the Secretary of State
of the State of Delaware, which designated 1,000,000 shares of Preferred Stock as Series A Junior Participating Preferred
Stock. The rights, preferences and privileges of the Series A Junior Participating Preferred Stock are as set forth in the
Certificate of Designation. The rights agreement was amended and restated in December 2015 and is described below under “—Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL—Stockholder Rights Agreement”.
Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain provisions
of our Certificate of Incorporation and Bylaws, which are summarized in the following paragraphs, may have the effect of discouraging
potential acquisition proposals or tender offers or delaying or preventing a change in control, including changes a stockholder
might consider favorable. Such provisions may also prevent or frustrate attempts by our stockholders to replace or remove our management.
In particular, our Certificate of Incorporation and Bylaws and Delaware law, as applicable, among other things:
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provide our Board with the ability to alter our Bylaws without stockholder approval;
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·
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place limitations on the removal of directors; and
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·
|
provide that vacancies on
our Board
may
be filled by a majority of directors in office, although less than a quorum
.
|
These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of our company to first negotiate with
our Board
.
These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our
Common
Stock
to decline
.
Blank Check
Preferred
. Our Board is authorized to create and issue from time to time, without stockholder approval, up to an aggregate
of 100,000,000 shares of preferred stock in one or more series and to establish the number of shares of any series of preferred
stock and to fix the designations, powers, preferences and rights of the shares of each series and any qualifications, limitations
or restrictions of the shares of each series.
The authority
to designate preferred stock may be used to issue a series of preferred stock, or rights to acquire preferred stock, that could
dilute the interest of, or impair the voting power of, holders of the Common Stock or could also be used as a method of determining,
delaying or preventing a change of control.
Advance Notice
Bylaws
. The Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,
including proposed nominations of persons for election to our Board. Stockholders at any meeting will only be able to consider
proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or
by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and
who has given the Company’s corporate secretary timely written notice, in proper form, of the stockholder’s intention
to bring that business before the meeting. Although our Bylaws do not give our Board the power to approve or disapprove of stockholder
nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, our Bylaws may
have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage
or deter a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting
to obtain control of the Company.
Interested
Stockholder Transactions
. We are subject to Section 203 of the DGCL, which prohibits “business combinations”
between a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder
who is a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date
that such stockholder became an interested stockholder, unless: (i)
the transaction is approved
by the board of directors before the date the interested stockholder attained that status; (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced; or (iii) on or after the date of the transaction, the
transaction is approved by the board of directors and authorized at a meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. In general,
the DGCL defines a business combination to include the following: (a) any merger or consolidation involving the corporation and
the interested stockholder; (b) any sale, transfer, pledge or other disposition of 10% or more of the assets of the corporation
involving the interested stockholder; (c) subject to certain exceptions, any transaction that results in the issuance or transfer
by the corporation of any stock of the corporation to the interested stockholder; (d) any transaction involving the corporation
that has the effect of increasing the proportionate share of the stock of any class or series of the corporation beneficially owned
by the interested stockholder; or (e) the receipt by the interested stockholder of the benefit of any loans, advances, guarantees,
pledges or other financial benefits provided by or through the corporation.
Stockholder
Rights Agreement
. In December 2015, we
entered into an Amended and Restated Rights Agreement
(the “Amended Rights Agreement”), with Philadelphia Stock Transfer, Inc., as Rights Agent. The Amended Rights Agreement
provides that in the event of (i) an acquisition of 15% or more of our outstanding Common Stock by any person other
than a beneficial owner of 15% of our outstanding Common Stock as of December 21, 2015, (ii) an acquisition of one or more shares
of our Common Stock by any person who beneficially owned 15% or more of our outstanding Common Stock as of December 21, 2015, or
(iii) an announcement of an intention to make a tender offer or exchange offer for 15% or more of our outstanding Common Stock,
our stockholders, other than the potential acquiror, shall be granted rights enabling them to purchase additional shares of our
Common Stock at a substantial discount to the then prevailing market price. The
Amended Rights
Agreement
could significantly dilute such acquiror’s ownership position in our shares, thereby making a takeover prohibitively
expensive and encouraging such acquiror to negotiate with our Board. Therefore, the
Amended
Rights Agreement
could make it more difficult for a third party to acquire control of us without the approval of our Board.
Warrants
As of April 30, 2017,
warrants to purchase 5,932,998 shares of Common Stock with a weighted-average exercise price of $7.80 per share were outstanding.
All of our outstanding warrants are currently exercisable, except to the extent that certain of them may be subject to a blocker
provision, which restricts the exercise of a warrant if, as a result of such exercise, the warrant holder, together with its affiliates
and any other person whose beneficial ownership of Common Stock would be aggregated with the warrant holder’s for purposes
of Section 13(d) of the Exchange Act, would beneficially own in excess of 19.99% or 19.9% of our then issued and outstanding shares
of Common Stock (including the shares of Common Stock issuable upon such exercise), as such percentage ownership is determined
in accordance with the terms of such warrant. All of our outstanding warrants contain provisions for the adjustment of the exercise
price in the event of stock dividends, stock splits or similar transactions. In addition, certain of the warrants contain a “cashless
exercise” feature that allows the holders thereof to exercise the warrants without a cash payment to us under certain circumstances.
Transfer Agent and Registrar
The Transfer Agent
and Registrar for our Common Stock is Philadelphia Stock Transfer, Inc., 2320 Haverford Road, Suite 230, Ardmore, PA 19003.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the Common Stock offered by this prospectus, and any supplement thereto,
will be passed upon for us by Paul Hastings LLP, Palo Alto, California.
EXPERTS
The
consolidated financial statements as of and for the year ended December 31, 2016, and the related financial statement
schedule, incorporated in this prospectus by reference from the Annual Report on Form 10-K for the year ended December 31,
2016 of Sorrento Therapeutics, Inc. and subsidiaries (the “Company”), and the effectiveness of the
Company’s internal control over financial reporting as of December 31, 2016 have been audited by Deloitte & Touche
LLP, an independent registered public accounting firm, as stated in their reports (which reports (1) express an unqualified
opinion on the consolidated financial statements and financial statement schedule and include an explanatory paragraph
referring to the Company’s ability to continue as a going concern and (2) express an adverse opinion on the
effectiveness of the Company’s internal control over financial reporting because of a material weakness), which are
incorporated herein by reference. Such consolidated financial statements and financial statement schedule have been so
incorporated in reliance upon the reports of such firm given upon their authority as experts in accounting and auditing.
The consolidated
financial statements of Sorrento Therapeutics, Inc. for each of the years in the two-year period ended December 31, 2015,
incorporated by reference in this prospectus have been audited by Mayer Hoffman McCann P.C., an independent registered public
accounting firm, as stated in their reports incorporated by reference herein, given on the authority of said firm as experts
in auditing and accounting.
The financial statements
of Scilex Pharmaceuticals Inc. as of December 31, 2015 and 2014 and for each of the years then ended incorporated by reference
in this prospectus have been so included in reliance on the report of BDO USA, LLP, independent auditors (the report on the financial
statements contains an emphasis of matter paragraph regarding Scilex Pharmaceuticals Inc.’s ability to continue as a going
concern) incorporated by reference herein, given on the authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting
company and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with
the SEC a registration statement on Form S-3 under the Securities Act with respect to the Common Stock being offered under this
prospectus. This prospectus does not contain all of the information set forth in the registration statement and the exhibits to
the registration statement. For further information with respect to us and the shares of Common Stock being offered under this
prospectus, we refer you to the registration statement and the exhibits and schedules filed as a part of the registration statement.
You may read and copy the registration statement, as well as our reports, proxy statements and other information, at the SEC’s
Public Reference Room at 100 F Street, N.E., Washington, D.C. 20549. Please call the SEC at 1-800-SEC-0330 for more information
about the operation of the Public Reference Room. The SEC maintains an Internet site that contains reports, proxy and information
statements, and other information regarding issuers that file electronically with the SEC, including Sorrento Therapeutics, Inc. The
SEC’s Internet site can be found at
http://www.sec.gov
.
DISCLOSURE OF COMMISSION POSITION ON
INDEMNIFICATION FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling us pursuant
to the provisions described in Item 15 of the registration statement of which this prospectus forms a part or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses
incurred or paid by our directors, officers, or controlling persons in the successful defense of any action, suit, or proceeding)
is asserted by our directors, officers, or controlling persons in connection with the common stock being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of the issue.
IMPORTANT INFORMATION INCORPORATED BY
REFERENCE
The SEC allows us to
“incorporate by reference” information into this prospectus, which means that we can disclose important information
to you by referring you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus
contain important information that you should read about us.
The following documents
are incorporated by reference into this prospectus:
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(a)
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The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016, filed with the SEC on March 22, 2017;
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(b)
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The Registrant’s Amendment No. 1 to Annual Report on Form 10-K/A, filed with the SEC on March 27, 2017;
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(b)
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The Registrant’s Amendment No. 2 to Annual Report on Form 10-K/A, filed with the SEC on April 28, 2017;
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(c)
|
The Registrant’s Current Reports on Form 8-K filed with the SEC on
January 5, 2017 (other than information disclosed under Item 7.01 thereof), March 20, 2017, March 21, 2017, March 24, 2017,
April 13, 2017, April 19, 2017, April 28, 2017 and May 4, 2017;
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(d)
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The Registrant’s Current Report on Form 8-K/A filed with the SEC on January 20, 2017; and
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(e)
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The description of the Registrant’s common stock set forth in the Registrant’s Registration Statement on Form 8-A (File No. 001-36150), filed with the SEC on October 23, 2013, including any amendments or reports filed for the purpose of updating such description.
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We also incorporate
by reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed
on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration
statement of which this prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the Common Stock made by this prospectus and such future filings will
become a part of this prospectus from the respective dates that such documents are filed with the SEC. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus supplement to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated herein modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this prospectus.
Documents incorporated
by reference are available from us, without charge. You may obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone at the following address:
Sorrento Therapeutics, Inc.
4955 Directors Place
San Diego, CA 92121
Attn: Corporate Secretary
Phone:
(858) 203-4100
SORRENTO
THERAPEUTICS, INC.
797,081 SHARES OF COMMON STOCK
PROSPECTUS
__________ __, 2017
Neither we nor the Selling Stockholders
have authorized any dealer, salesperson or other person to give any information or to make any representations not contained in
this prospectus or any prospectus supplement. You must not rely on any unauthorized information. This prospectus is not an offer
to sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is current
as of the date of this prospectus. You should not assume that this prospectus is accurate as of any other date.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following table
sets forth all expenses payable by the Registrant in connection with the sale of the common stock being registered. The security
holders will not bear any portion of such expenses. All the amounts shown are estimates except for the registration fee.
SEC registration fee
|
|
$
|
173
|
|
Legal fees and expenses
|
|
|
100,000
|
|
Accounting fees and expenses
|
|
|
10,000
|
|
Printing, transfer agent fees and miscellaneous expenses
|
|
|
10,000
|
|
Total
|
|
$
|
120,173
|
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Item 15. Indemnification of Directors and Officers
The Registrant is a
Delaware corporation. Reference is made to Section 102(b)(7) of the General Corporation Law of the State of Delaware (“DGCL”),
which enables a corporation in its original certificate of incorporation or an amendment thereto to eliminate or limit the personal
liability of a director for violations of the director’s fiduciary duty, except (1) for any breach of the director’s
duty of loyalty to the corporation or its stockholders, (2) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (3) pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful
payment of dividends or unlawful stock purchase or redemptions), or (4) for any transaction from which a director derived an improper
personal benefit.
Reference also is made
to Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including officers and directors, who
are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil,
criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact
that such person was an officer, director, employee or agent of such corporation or is or was serving at the request of such corporation
as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorney’s
fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such
action, suit or proceeding, provided such officer, director, employee or agent acted in good faith and in a manner he reasonably
believed to be in or not opposed to the corporation’s best interest and, for criminal proceedings, had no reasonable cause
to believe that his conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the
right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the
officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits or otherwise
in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director
actually and reasonably incurred.
The Registrant’s
Restated Certificate of Incorporation, as amended (the “Certificate of Incorporation”), eliminates the personal liability
of directors to the fullest extent permitted by the DGCL and, together with the Registrant’s Bylaws, provides that the Registrant
shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it may be amended or supplemented, any
person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether
civil, criminal, administrative or investigative, by reason of the fact that such person, or a person for whom such person is the
legal representative, is or was a director or officer of the Registrant or, while a director or officer of the Registrant, is or
was serving at the request of the Registrant as a director, officer, employee or agent of another corporation or of a partnership,
joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability
and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person.
The Registrant has
an insurance policy that insures its directors and officers, within the limits and subject to the limitations of the policy, against
certain expenses in connection with the defense of actions, suits or proceedings, and certain liabilities that might be imposed
as a result of such actions, suits or proceedings, to which they are parties by reason of being or having been directors or officers.
The
Registrant has indemnification agreements with each of its directors and executive officers that may be broader than the specific
indemnification provisions contained in the
DGCL
. These indemnification agreements
require the Registrant, among other things, to indemnify a director or officer, to the fullest extent permitted by applicable law,
for certain expenses, including attorneys’ fees, judgments, penalties, fines and settlement amounts actually and reasonably
incurred by them in any action or proceeding arising out of their services as one of a director or officer of the Registrant, or
any of the Registrant’s subsidiaries or any other company or enterprise to which the person provides services at the Registrant’s
request, including liability arising out of negligence or active or passive misconduct by the officer or director. The Registrant
believes that these agreements are necessary to attract and retain qualified individuals to serve as directors and executive officers.
Item 16. Exhibits
Exhibit
Number
|
|
Description
|
|
|
|
2.1+
|
|
Agreement and Plan of Merger between Sorrento Therapeutics, Inc. and IgDraSol, Inc. dated September 9, 2013 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 11, 2013).
|
|
|
|
2.2+
|
|
Agreement of Merger by and among Sorrento Therapeutics, Inc., Catalyst Merger Sub, Inc., Concortis Biosystems, Corp., Zhenwei Miao and Gang Chen dated as of November 11, 2013 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2013).
|
|
|
|
2.3+
|
|
Stock Purchase Agreement, dated November 8, 2016, by and among Sorrento Therapeutics, Inc., Scilex Pharmaceuticals Inc., the stockholders of Scilex Pharmaceuticals Inc. party thereto and SPI Shareholders Representative, LLC, as representative of the stockholders of Scilex Pharmaceuticals Inc. party thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2016).
|
|
|
|
2.4+
|
|
Share Purchase Agreement, dated April 27, 2017, by and among Sorrento Therapeutics, Inc., TNK Therapeutics, Inc., Virttu Biologics Limited, the shareholders of Virttu Biologics Limited party thereto and Dayspring Ventures Limited, as representative of the shareholders of Virttu Biologics Limited party thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2017).
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Form S-3 filed with the SEC on June 24, 2013).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2013).
|
|
|
|
3.3
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2009).
|
|
|
|
3.4
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on November 12, 2013).
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2009).
|
|
|
|
4.2
|
|
Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 21, 2013).
|
|
|
|
4.3
|
|
Amended and Restated Rights Agreement, dated as of December 21, 2015 by and between Sorrento Therapeutics, Inc. and Philadelphia Stock Transfer, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 21, 2015).
|
|
|
|
4.4
|
|
Form of Common Stock Purchase Warrant issued to investors pursuant to the Securities Purchase Agreement, dated as of April 3, 2016, by and among Sorrento Therapeutics, Inc., ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 29, 2016).
|
4.5
|
|
Form of Common Stock Purchase Warrant issued to investors pursuant to the Securities Purchase Agreement, dated as of April 3, 2016, by and between Sorrento Therapeutics, Inc. and FREJOY Investment Management Co., Ltd. and Securities Purchase Agreement, dated as of April 3, 2016, by and between Sorrento Therapeutics, Inc. and Beijing Shijilongxin Investment Co., Ltd. (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 29, 2016).
|
|
|
|
4.6
|
|
Common Stock Purchase Warrant issued to Yuhan Corporation on April 29, 2016 (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 29, 2016).
|
|
|
|
4.7
|
|
Registration Rights Agreement, dated November 8, 2016, by and among Sorrento Therapeutics, Inc. and the persons party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2016).
|
|
|
|
4.8
|
|
Warrant Agreement, dated November 23, 2016, issued by Sorrento Therapeutics, Inc. to Hercules Capital, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 29, 2016).
|
|
|
|
4.9
|
|
Registration Rights Agreement, dated April 27, 2017, by and among Sorrento Therapeutics, Inc. and the persons party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2017).
|
|
|
|
5.1*
|
|
Opinion of Paul Hastings LLP.
|
|
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
23.2*
|
|
Consent of Mayer Hoffman McCann P.C.
|
|
|
|
23.3*
|
|
Consent of BDO USA, LLP.
|
|
|
|
23.4*
|
|
Consent of Paul Hastings LLP is contained in Exhibit 5.1 to this Registration Statement.
|
|
|
|
24.1*
|
|
Power of Attorney is contained on the signature page.
|
___________________________
+ Non-material schedules and exhibits have been omitted pursuant
to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules
and exhibits upon request by the SEC.
* Filed herewith.
Item 17. Undertakings
The undersigned Registrant
hereby undertakes:
(1) To file, during
any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i) To include any
prospectus required by section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in
the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar
value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the
aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set
forth in the “Calculation of Registration Fee” table in the effective registration statement.
(iii) To include any
material information with respect to the plan of distribution not previously disclosed in the registration statement or any material
change to such information in the registration statement;
Provided, however
,
that:
Paragraphs (1)(i),
(1)(ii) and (1)(iii) of this section do not apply if the information required to be included in a post-effective amendment by those
paragraphs is contained in reports filed with or furnished to the Commission by the registrant pursuant to section 13 or section
15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement, or is contained
in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.
(2) That, for the purpose
of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(3) To remove from
registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination
of the offering.
(4) That, for the purpose
of determining liability under the Securities Act of 1933 to any purchaser:
(i) Each prospectus
filed by the registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the
filed prospectus was deemed part of and included in the registration statement; and
(ii) Each prospectus
required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B
relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required
by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the
earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities
in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that
is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to
the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
Provided, however
, that no statement made in a
registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated
by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with
a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement
or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date.
(5) If the registrant
is subject to Rule 430C, each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering,
other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed
to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however,
that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document
incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration
statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that
was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately
prior to such date of first use.
(6) That, for purposes
of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s
annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering thereof.
(7)
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that
in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities
Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection
with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements
for filing on Form S-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Diego, State of California, on May 4, 2017.
.
|
SORRENTO THERAPEUTICS, INC.
|
|
|
|
|
|
|
By:
|
/s/ Henry Ji, Ph.D.
|
|
|
|
Henry Ji, Ph.D.
President and Chief Executive Officer
|
|
POWER OF ATTORNEY
Know
All Persons By These Presents
, that each person whose signature appears below constitutes and appoints Henry Ji, Ph.D.
and Kevin M. Herde, and each or any one of them, his true and lawful attorney-in-fact and agent, with full power of substitution
and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection
therewith, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or any of them, or their or his substitutes or substitute, may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements
of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the
dates indicated.
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ Henry Ji, Ph.D.
|
|
Director, Chief Executive Officer and President
|
|
May 4, 2017
|
Henry Ji, Ph.D.
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
/s/ Kevin M. Herde
|
|
Executive Vice President, Chief Financial Officer
|
|
May 4, 2017
|
Kevin M. Herde
|
|
(
Principal Financial and Accounting Officer
)
|
|
|
|
|
|
|
|
|
|
Director
|
|
|
David Deming
|
|
|
|
|
|
|
|
|
|
/s/ Kim D. Janda, Ph.D.
|
|
Director
|
|
May 4, 2017
|
Kim D. Janda, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ William S. Marth, Ph.D.
|
|
Director
|
|
May 4, 2017
|
William S. Marth, Ph.D.
|
|
|
|
|
|
|
|
|
|
/s/ Jaisim Shah
|
|
Director
|
|
May 4, 2017
|
Jaisim Shah
|
|
|
|
|
|
|
|
|
|
/s/ Yue Alexander Wu, Ph.D.
|
|
Director
|
|
May 4, 2017
|
Yue Alexander Wu, Ph.D.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEX TO EXHIBITS
Exhibit
Number
|
|
Description
|
|
|
|
2.1+
|
|
Agreement and Plan of Merger between Sorrento Therapeutics, Inc. and IgDraSol, Inc. dated September 9, 2013 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on September 11, 2013).
|
|
|
|
2.2+
|
|
Agreement of Merger by and among Sorrento Therapeutics, Inc., Catalyst Merger Sub, Inc., Concortis Biosystems, Corp., Zhenwei Miao and Gang Chen dated as of November 11, 2013 (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 14, 2013).
|
|
|
|
2.3+
|
|
Stock Purchase Agreement, dated November 8, 2016, by and among Sorrento Therapeutics, Inc., Scilex Pharmaceuticals Inc., the stockholders of Scilex Pharmaceuticals Inc. party thereto and SPI Shareholders Representative, LLC, as representative of the stockholders of Scilex Pharmaceuticals Inc. party thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2016).
|
|
|
|
2.4+
|
|
Share Purchase Agreement, dated April 27, 2017, by and among Sorrento Therapeutics, Inc., TNK Therapeutics, Inc., Virttu Biologics Limited, the shareholders of Virttu Biologics Limited party thereto and Dayspring Ventures Limited, as representative of the shareholders of Virttu Biologics Limited party thereto (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2017).
|
|
|
|
3.1
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to Form S-3 filed with the SEC on June 24, 2013).
|
|
|
|
3.2
|
|
Certificate of Amendment of the Restated Certificate of Incorporation of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on August 1, 2013).
|
|
|
|
3.3
|
|
Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2009).
|
|
|
|
3.4
|
|
Certificate of Designation of Rights, Preferences and Privileges of Series A Junior Participating Preferred Stock of Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 3.1 to Form 8-K filed with the SEC on November 12, 2013).
|
|
|
|
4.1
|
|
Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23, 2009).
|
|
|
|
4.2
|
|
Form of Convertible Promissory Note (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 21, 2013).
|
|
|
|
4.3
|
|
Amended and Restated Rights Agreement, dated as of December 21, 2015 by and between Sorrento Therapeutics, Inc. and Philadelphia Stock Transfer, Inc., as rights agent (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 21, 2015).
|
|
|
|
4.4
|
|
Form of Common Stock Purchase Warrant issued to investors pursuant to the Securities Purchase Agreement, dated as of April 3, 2016, by and among Sorrento Therapeutics, Inc., ABG SRNE Limited and Ally Bridge LB Healthcare Master Fund Limited (incorporated by reference to Exhibit 4.9 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 29, 2016).
|
|
|
|
4.5
|
|
Form of Common Stock Purchase Warrant issued to investors pursuant to the Securities Purchase Agreement, dated as of April 3, 2016, by and between Sorrento Therapeutics, Inc. and FREJOY Investment Management Co., Ltd. and Securities Purchase Agreement, dated as of April 3, 2016, by and between Sorrento Therapeutics, Inc. and Beijing Shijilongxin Investment Co., Ltd. (incorporated by reference to Exhibit 4.10 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 29, 2016).
|
4.6
|
|
Common Stock Purchase Warrant issued to Yuhan Corporation on April 29, 2016 (incorporated by reference to Exhibit 4.11 to the Registrant’s Registration Statement on Form S-3 filed with the SEC on June 29, 2016).
|
|
|
|
4.7
|
|
Registration Rights Agreement, dated November 8, 2016, by and among Sorrento Therapeutics, Inc. and the persons party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 8, 2016).
|
|
|
|
4.8
|
|
Warrant Agreement, dated November 23, 2016, issued by Sorrento Therapeutics, Inc. to Hercules Capital, Inc. (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on November 29, 2016).
|
|
|
|
4.9
|
|
Registration Rights Agreement, dated April 27, 2017, by and among Sorrento Therapeutics, Inc. and the persons party thereto (incorporated by reference to Exhibit 4.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on April 28, 2017).
|
|
|
|
5.1*
|
|
Opinion of Paul Hastings LLP.
|
|
|
|
23.1*
|
|
Consent of Deloitte & Touche LLP
|
|
|
|
23.2*
|
|
Consent of Mayer Hoffman McCann P.C.
|
|
|
|
23.3*
|
|
Consent of BDO USA, LLP.
|
|
|
|
23.4*
|
|
Consent of Paul Hastings LLP is contained in Exhibit 5.1 to this Registration Statement.
|
|
|
|
24.1*
|
|
Power of Attorney is contained on the signature page.
|
___________________________
+ Non-material schedules and exhibits have been omitted pursuant
to Item 601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules
and exhibits upon request by the SEC.
* Filed herewith.
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