SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event
(Exact Name of Registrant as Specified in its Charter)
(State or Other Jurisdiction
(Address of Principal Executive Offices) (Zip Code)
Registrant’s telephone number,
including area code: (
(Former Name, or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
|Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)|
|Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)|
|Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))|
|Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))|
Securities registered pursuant to Section 12(b) of the Act:
|Title of each class||Trading Symbol||Name of each exchange on which registered|
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth 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 13(a) of the Exchange Act. ¨
Item 8.01. Other Events.
On January 3, 2023, in related actions pending before the Honorable Terry Green of the Los Angeles Superior Court (the “Court”), entities ultimately controlled by Dr. Patrick Soon-Shiong; specifically, NantCell, Inc. and Immunotherapy NANTibody, LLC (together, the “Nant Entities”), petitioned the Court for a temporary restraining order prohibiting Sorrento Therapeutics, Inc. (“Sorrento”) “from taking any steps to effectuate or implement the stockholder dividend of Scilex Holding Company stock owned by Sorrento, declared by the Sorrento Board of Directors on December 29, 2022 and publicly announced in the SEC Form 8-K release on December 30, 2022.” Sorrento opposed the Nant Entities’ request for injunctive relief and, on January 4, 2023, Judge Green denied the Nant Entities’ request in its entirety.
As Sorrento previously disclosed, also pending before Judge Green is a lawsuit that Sorrento filed in 2020 against Dr. Soon-Shiong, asserting claims for fraudulent inducement and common law fraud, and alleging that, among other things, Dr. Soon-Shiong acquired the cancer treatment drug Cynviloq™ for the purpose of halting its progression to the market. That action was stayed pending resolution of an arbitration before the American Arbitration Association against NantPharma, LLC (“NantPharma”) relating to alleged breaches of the May 14, 2015 Stock Sale and Purchase Agreement entered into between Sorrento and NantPharma to develop Cynviloq (the “Cynviloq Arbitration”). As Sorrento previously disclosed in its Current Report on Form 8-K filed on December 21, 2022, the arbitrator in the Cynviloq Arbitration ordered NantPharma, which is also ultimately owned and controlled by Dr. Soon-Shiong, to pay Sorrento $125.0 million. Now that the Cynviloq Arbitration has concluded, Sorrento intends to request that the stay in the action against Dr. Soon-Shiong be removed so that it may pursue its fraud claims against Dr. Soon-Shiong before a jury.
Item 9.01. Financial Statements and Exhibits.
|104||Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).|
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: January 6, 2023||By:||/s/ Henry Ji, Ph.D.|
|Name: Henry Ji, Ph.D.|
|Title: Chairman of the Board, President and Chief Executive Officer|