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United States securities and exchange commission logo
July 25, 2022
Henry Ji
Chairman of the Board, CEO and President
Sorrento Therapeutics, Inc.
4955 Directors Place
San Diego, CA 92121
Re: Sorrento
Therapeutics, Inc.
Form 10-K for the
year ended December 31, 2021
Filed March 11,
2022
Form 10-Q for the
period ended March 31, 2022
Filed May 5, 2022
File No. 001-36150
Dear Dr. Ji:
We have limited our review of your filing to the financial
statements and related
disclosures and have the following comments. In some of our comments, we
may ask you to
provide us with information so we may better understand your disclosure.
Please respond to these comments within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comments apply to your facts and circumstances, please tell us why in
your response.
After reviewing your
response to these comments, we may have additional comments.
Form 10-K for the year ended December 31, 2021
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations
Results of Operations
Comparison of the Years Ended December 31, 2021 and 2020, page 77
1. Please quantify each of
the factors you noted for the selling, general and administrative
expenses line item that
explains the increase and/or decrease from the current period to the
respective prior
period, as applicable. For example, you disclosed that selling, general and
administrative expenses
for your Sorrento Therapeutics segment increased as compared to
the prior fiscal year
and were primarily attributed to higher headcount, professional fees
and stock-based
compensation expense as compared to the same period of the prior year.
Please quantify each of
the factors noted.
Henry Ji
Sorrento Therapeutics, Inc.
July 25, 2022
Page 2
2. You disclosed that research and development expenses for your Sorrento
Therapeutics
segment increased by $96.3 million as compared to the prior fiscal
year and were
primarily driven by higher headcount and increased clinical
development costs spent on
advancing your various research and development programs. As research
and
development expenses constitute your most significant expense in the
periods presented,
please provide us proposed disclosure to be provided in future filings
the costs incurred
during each period presented for each of your key research and
development projects. If
you do not track your research and development costs by project,
please disclose that fact
and explain why you do not maintain and evaluate research and
development costs by
project. Provide other quantitative or qualitative disclosure that
provides more
transparency as to the type of research and development expenses
incurred (i.e. by nature
or type of expense) which should reconcile to total research and
development expense on
the Statements of Operations.
Form 10-Q for the period ended March 31, 2022
Item 4. Controls and Procedures
Evaluation of Disclosure Controls and Procedures, page 25
3. We noted that you did not state management's conclusion with regards
to the effectiveness
of your disclosure controls and procedures as of the end of March 31,
2022. As required
by Item 307 of Regulation S-K, please disclose management's conclusion
with regards to
the effectiveness of your disclosure controls and procedures in future
filings.
In closing, we remind you that the company and its management are
responsible for the
accuracy and adequacy of their disclosures, notwithstanding any review,
comments, action or
absence of action by the staff.
You may contact Sasha Parikh at 202-551-3627 or Daniel Gordon at
202-551-3486 with
any questions.
FirstName LastNameHenry Ji Sincerely,
Comapany NameSorrento Therapeutics, Inc.
Division of
Corporation Finance
July 25, 2022 Page 2 Office of Life
Sciences
FirstName LastName