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Sorrento Therapeutics, Inc. (the “Company”) hereby files this Amendment No. 1 to its Current Report on Form 8-K filed with the Securities and Exchange Commission (the “SEC”) on June 4, 2021 (the “Original Form 8-K), solely to amend Item 9.01 therein as provided herein.
At the time of filing of the Original Form 8-K disclosing the completion of the Company’s acquisition of ACEA Therapeutics, Inc., an exempted company incorporated with limited liability in the Cayman Islands (“ACEA”), the Company indicated that it would file the necessary financial information no later than 71 calendar days after the date on which the Original Form 8-K was required to be filed.
Upon further review of the requirements of Rule 3-05 of Regulation S-X promulgated by the SEC and Item 9.01 of Form 8-K, the Company has determined that financial statements required by Item 9.01(a) and pro forma financial information required by Item 9.01(b) with respect to the acquisition of ACEA are not required because the acquisition was not a “significant” transaction as defined in Regulation S-X. Accordingly, the Company hereby amends the Original Form 8-K to eliminate references to the subsequent filing of historical financial statements and pro forma financial information relating to the acquisition of ACEA.
Except as described above, all of the other information in the Original Form 8-K remains unchanged.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Business Acquired.
The Company has determined that the historical financial statements of ACEA are not required to be filed as the acquisition of ACEA was not a “significant” transaction as defined in Regulation S-X.
(b) Pro-Form Financial Information.
The Company has determined that the pro forma financial information of the Company are not required to be filed as the acquisition of ACEA was not a “significant” transaction as defined in Regulation S-X.
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: July 2, 2021||By:||/s/ Henry Ji, Ph.D.|
|Name: Henry Ji, Ph.D.|
|Title: Chairman of the Board, President and Chief Executive Officer|