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Item 7.01. Regulation FD Disclosure.
On November 25, 2019, Sorrento Therapeutics, Inc. (the “Company”) issued a press release announcing that its Board of Directors has unanimously rejected an unsolicited, non-binding term sheet proposal to acquire the Company. A copy of the press release is furnished herewith as Exhibit 99.1 to this Current Report on Form 8-K.
The information contained in this Item 7.01 and Exhibit 99.1 furnished as part of Item 9.01 of this Current Report on Form 8-K is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
Item 9.01. Financial Statements and Exhibits.
|99.1||Press Release, dated November 25, 2019.|
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
|SORRENTO THERAPEUTICS, INC.|
|Date: November 25, 2019||By:||/s/ Henry Ji, Ph.D.|
|Name: Henry Ji, Ph.D.|
|Title: Chairman of the Board, President and Chief Executive Officer|
FOR IMMEDIATE RELEASE
November 25th, 2019
Sorrento Therapeutics, Inc. Received and Rejected Unsolicited All Cash Acquisition Proposal
SAN DIEGO, November 25, 2019/GlobeNewswire/ -- Sorrento Therapeutics, Inc. (NASDAQ: SRNE, "Sorrento" or the “Company”), confirmed today that on November 23, 2019, it received an unsolicited, non-binding term sheet proposal submitted by two biopharmaceutical companies, to acquire all of the issued and outstanding shares of the Company for between $3.00 and $5.00 per share in cash.
After reviewing the proposal in consultation with its advisors, Sorrento’s Board of Directors (the “Board”) determined that the offer significantly undervalued Sorrento and was not in the best interest of the Company’s stockholders. Accordingly, the Board unanimously rejected the proposal.
The Company is in active late-stage licensing and collaboration discussions with leading biopharmaceutical companies for the Company’s immuno-oncology products, including multiple targets to be deployed within the KOKI DAR-T platform. The Company believes that these pending transactions alone represent potential short- and long-term value creation significantly exceeding the current all cash proposal.
Dr. Henry Ji, Chairman and Chief Executive Officer, said "the Sorrento Board of Directors and management team are committed to serving the best interests of the Company and Sorrento stockholders, and are confident in the Company's strategic direction and our ability to implement it”.
There is no guarantee or certainty that the unsolicited proposal to acquire Sorrento will lead to a recommended firm offer to all stockholders of the Company, or that the Company will complete any pending licensing or collaboration transaction for Sorrento’s immunotherapy platforms.
About Sorrento Therapeutics, Inc.
Sorrento is a clinical stage, antibody-centric, biopharmaceutical company developing new therapies to turn malignant cancers into manageable and possibly curable diseases. Sorrento's multimodal multipronged approach to fighting cancer is made possible by its’ extensive immuno-oncology platforms, including key assets such as fully human antibodies (“G-MAB™ library”), antibody-drug conjugates (“ADC”) as well CAR-T and oncolytic virus (“Seprehvir®”).
Sorrento's commitment to life-enhancing therapies for cancer patients is also demonstrated by our effort to advance a first-in-class (TRPV1 agonist) RTX and ZTlido®. RTX is completing a phase IB trial in terminal cancer patients. ZTlido® was approved by US FDA on February 28, 2018.
For more information visit www.sorrentotherapeutics.com.
This press release and any statements made for and during any presentation or meeting contain forward-looking statements related to Sorrento Therapeutics, Inc. under the safe harbor provisions of Section 21E of the Private Securities Litigation Reform Act of 1995 and subject to risks and uncertainties that could cause actual results to differ materially from those projected. Forward looking statements include statements regarding the consideration of the unsolicited acquisition offer received by Sorrento, the Company’s pending licensing and collaboration transactions, and developments of, and prospects for, Sorrento's and its subsidiaries’ and affiliates’ products and technologies. Risks and uncertainties that could cause our actual results to differ materially and adversely from those expressed in our forward-looking statements, include, but are not limited to: risks related to Sorrento's, its subsidiaries', affiliates’ and partners’ technologies and prospects; clinical development risks, including risks in the progress, timing, cost, and results of clinical trials and product development programs; risk of difficulties or delays in obtaining regulatory approvals; risks that clinical study results may not meet any or all endpoints of a clinical study and that any data generated from such studies may not support a regulatory submission or approval; risks related to seeking regulatory approvals and conducting clinical trials; risks of supplying drug product; risks related to leveraging the expertise of its employees, subsidiaries, affiliates and partners to assist the company in the execution of its strategies; risks related to Sorrento’s debt obligations; and other matters that are described in Sorrento's Annual Report on Form 10-K for the year ended December 31, 2018, and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange Commission, including the risk factors set forth in those filings. Investors are cautioned not to place undue reliance on these forward-looking statements, which speak only as of the date of this release and we undertake no obligation to update any forward-looking statement in this press release except as required by law.
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Media and Investor Relations
Contact: Alexis Nahama
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ZTlido® and G-MAB™ are trademarks owned by Scilex Pharmaceuticals Inc. and Sorrento, respectively.
Seprehvir®, is a registered trademark of Virttu Biologics Limited, a wholly owned subsidiary of TNK Therapeutics, Inc. and part of the group of companies owned by Sorrento Therapeutics, Inc.
All other trademarks are the property of their respective owners.
© 2019 Sorrento Therapeutics, Inc. All Rights Reserved.