UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
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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.
As previously disclosed by Sorrento Therapeutics, Inc. (the “Company”), pursuant to that certain Exchange and Registration Rights Agreement, dated as of March 18, 2019, by and among the Company and the former stockholders and stock option holders (the “Semnur Equityholders”) of Semnur Pharmaceuticals, Inc. (“Semnur”), as amended (the “Exchange Agreement”), on September 28, 2020, the Semnur Equityholders delivered a notice to the Company electing to exchange the shares of Scilex Holding Company (“Scilex Holding”) issued to the Semnur Equityholders and certain rights to receive cash from Scilex Holding held by certain of the Semnur Equityholders in connection with Scilex Holding’s acquisition of Semnur (collectively, the “Semnur Merger Consideration”) for $55.0 million of shares of the Company’s common stock at a price per share of $8.5153 (the “Exchange Price”). The Exchange Agreement provided that the Company could, in its sole discretion, elect to exchange all the Semnur Merger Consideration for an amount in cash equal to $55.0 million, in lieu of issuing $55.0 million of shares of the Company’s common stock at the Exchange Price. On October 5, 2020, the Company notified the Semnur Equityholders of its election to pay cash, and paid $55.0 million in cash to the Semnur Equityholders in exchange for the Semnur Merger Consideration on October 9, 2020.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
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Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL). |
SIGNATURES
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.
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SORRENTO THERAPEUTICS, INC. |
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Date: October 9, 2020 |
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/s/ Henry Ji, Ph.D. |
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Name: Henry Ji, Ph.D. |
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Title: Chairman of the Board, President and Chief Executive Officer |
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