Filed
Pursuant to Rule 424(b)(3)
Registration
No. 333-232163
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PROSPECTUS
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Sorrento Therapeutics, Inc.
1,333,304 Shares of Common Stock
This prospectus relates
to the resale by the investors listed in the section of this prospectus entitled “Selling Stockholders,” or the Selling
Stockholders, of up to 1,333,304 shares, or the Shares, of our common stock, par value $0.0001 per share, or Common Stock.
The Shares consist solely of shares issuable upon exercise of outstanding warrants to purchase shares of Common Stock, or the Warrants,
issued by us on May 3, 2019 in connection with our entry into that certain Amendment No. 1 to Term Loan Agreement, dated as of
May 3, 2019, with the selling stockholders and Oaktree Fund Administration, LLC, as administrative and collateral agent, or the
Loan Agreement Amendment. The Warrants will become exercisable on November 3, 2019, have a term of ten and a half years from the
date of issuance and have an exercise price of $3.94 per share of Common Stock. We are registering the resale of the Shares as
required by the Registration Rights Agreement, dated November 7, 2018, by and among us and the Selling Stockholders, as amended
by Amendment No. 1 thereto dated as of May 3, 2019, or, as so amended, the Registration Rights Agreement.
Our registration of the
Shares covered by this prospectus does not mean that the Selling Stockholders will offer or sell any of the Shares. The
Selling Stockholders may sell the Shares covered by this prospectus in a number of different ways and at varying prices. For additional
information on the possible methods of sale that may be used by the Selling Stockholders, you should refer to the section of this
prospectus entitled “Plan of Distribution” beginning on page 8 of this prospectus. We will not receive any of the proceeds
from the Shares sold by the Selling Stockholders, other than any proceeds from any cash exercise of the Warrants.
No underwriter or other
person has been engaged to facilitate the sale of the Shares in this offering. The Selling Stockholders may be deemed
underwriters of the Shares that they are offering pursuant to this prospectus. We will bear all costs, expenses and
fees in connection with the registration of the Shares. The Selling Stockholders will bear all commissions and discounts,
if any, attributable to their respective sales of the Shares.
You should read this prospectus,
any applicable prospectus supplement and any related free writing prospectus carefully before you invest.
Investing in our
Common Stock involves a high degree of risk. You should review carefully the risks and uncertainties described under the heading
“Risk Factors” contained on page 3 of this prospectus, any applicable prospectus supplement and in any applicable free
writing prospectuses, and under similar headings in the documents that are incorporated by reference into this prospectus.
Our Common Stock is currently
listed on the Nasdaq Capital Market under the symbol “SRNE”. On June 28, 2019, the last reported sales price for our
Common Stock was $2.67 per share.
Neither the Securities
and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this
prospectus is truthful or complete. Any representation to the contrary is a criminal offense.
The date of this prospectus is July
1, 2019.
TABLE OF CONTENTS
ABOUT THIS PROSPECTUS
You should rely only on
the information we have provided or incorporated by reference into this prospectus, any applicable prospectus supplement and any
related free writing prospectus. We have not authorized anyone to provide you with information different from that contained in
this prospectus, any applicable prospectus supplement or any related free writing prospectus. No dealer, salesperson or other person
is authorized to give any information or to represent anything not contained in this prospectus, any applicable prospectus supplement
or any related free writing prospectus. You must not rely on any unauthorized information or representation. This prospectus is
an offer to sell only the Shares offered hereby, but only under circumstances and in jurisdictions where it is lawful to do so.
You should assume that the information in this prospectus, any applicable prospectus supplement or any related free writing prospectus
is accurate only as of the date on the front of the document and that any information we have incorporated by reference is accurate
only as of the date of the document incorporated by reference, regardless of the time of delivery of this prospectus or any sale
of a security.
The Selling Stockholders
are offering the Shares only in jurisdictions where such issuances are permitted. The distribution of this prospectus and the issuance
of the Shares in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of
this prospectus must inform themselves about, and observe any restrictions relating to, the issuance of the Shares and the distribution
of this prospectus outside the United States. This prospectus does not constitute, and may not be used in connection with, an offer
to sell, or a solicitation of an offer to buy, the Shares offered by this prospectus by any person in any jurisdiction in which
it is unlawful for such person to make such an offer or solicitation.
This prospectus is part
of a registration statement that we filed with the Securities and Exchange Commission, or the SEC, under which the Selling Stockholders
may offer from time to time up to an aggregate of 1,333,304 shares of our Common Stock in one or more offerings. If required, each
time a Selling Stockholder offers Common Stock, in addition to this prospectus, we will provide you with a prospectus supplement
that will contain specific information about the terms of that offering. We may also authorize one or more free writing prospectuses
to be provided to you that may contain material information relating to that offering. We may also use a prospectus supplement
and any related free writing prospectus to add, update or change any of the information contained in this prospectus or in documents
we have incorporated by reference. This prospectus, together with any applicable prospectus supplements, any related free writing
prospectuses and the documents incorporated by reference into this prospectus, includes all material information relating to this
offering. To the extent that any statement that we make in a prospectus supplement is inconsistent with statements made in this
prospectus, the statements made in this prospectus will be deemed modified or superseded by those made in a prospectus supplement. Please
carefully read both this prospectus and any prospectus supplement together with the additional information described below under
“Important Information Incorporated by Reference”.
SUMMARY
This summary highlights
selected information contained elsewhere in this prospectus or incorporated by reference in this prospectus, and does not contain
all of the information that you need to consider in making your investment decision. You should carefully read the entire prospectus,
any applicable prospectus supplement and any related free writing prospectus, including the risks of investing in our Common Stock
discussed under the heading “Risk Factors” contained in this prospectus, any applicable prospectus supplement and any
related free writing prospectus, and under similar headings in the other documents that are incorporated by reference into this
prospectus. You should also carefully read the information incorporated by reference into this prospectus, including our financial
statements, and the exhibits to the registration statement of which this prospectus forms a part. Unless otherwise mentioned or
unless the context requires otherwise, all references in this prospectus to “Sorrento”, “the Company”,
“we”, “us”, “our” or similar references mean Sorrento Therapeutics, Inc. together with its
consolidated subsidiaries.
Sorrento Therapeutics,
Inc.
We are a clinical stage
and commercial biopharma company focused on delivering innovative and clinically meaningful therapies to patients and their families,
globally, to address unmet medical needs. We primarily focus on therapeutics areas in Immune-Oncology and Non-Opioid Pain Management.
We also have programs assessing the use of our technologies and products in autoimmune, inflammatory and neurodegenerative diseases.
At our core, we are an
antibody-centric company and leverage our proprietary G-MAB™ library and targeted delivery modalities to generate the next
generation of cancer therapeutics. Our fully human antibodies include PD-1, PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2 and CD137
among others.
Our vision is to leverage
these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics.
These modalities include proprietary chimeric antigen receptor T-cell therapy, or CAR-T, dimeric antigen receptor T-cell therapy,
antibody drug conjugates, as well as bispecific antibody approaches. Additionally, we acquired Sofusa®, a revolutionary drug
delivery system, in July 2018, which delivers biologics directly into the lymphatic system to potentially achieve improved efficacy
and fewer adverse effects than standard parenteral immunotherapy.
With each of our clinical
and pre-clinical programs, we aim to tailor our therapies to treat specific stages in the evolution of cancer, from elimination,
to equilibrium and escape. In addition, our objective is to focus on tumors that are resistant to current treatments and where
we can design focused trials based on a genetic signature or biomarker to ensure patients have the best chance of a durable and
significant response. We have several immuno-oncology programs that are in or near to entering the clinic. These include cellular
therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Our cellular therapy programs
focus on CAR-T for adoptive cellular immunotherapy to treat both solid and liquid tumors. We have reported early data from Phase
I trials of our carcinoembryonic antigen, or CEA, -directed CAR-T program. We have treated five patients with stage 4, unresectable
adenocarcinoma (four with pancreatic and one with colorectal cancer) and CEA-positive liver metastases with anti-CEA CAR-T and
are currently expanding this study. We successfully submitted an Investigational New Drug application for anti-CD38 CAR-T for the
treatment of refractory or relapsed multiple myeloma and obtained approval from the U.S. Food and Drug Administration, or the FDA,
to commence a human clinical trial for this indication in early 2018. We have dosed two patients and are continuing the enrollment
of additional patients.
Broadly speaking, we are
one of the world’s leading CAR-T companies today due to our investments in technology and infrastructure, which have enabled
significant progress in developing our next-generation non-viral, “off-the-shelf” allogeneic CAR-T solutions. With
“off-the-shelf” solutions, CAR-T therapy can truly become a drug product rather than a treatment procedure. One of
the approaches we have taken to develop the “off-the-shelf” allogeneic CAR-T solutions is through Celularity, Inc.,
or Celularity, our joint venture with Celgene, United Therapeutics and others. Celularity focuses on developing cell therapies
with placenta-derived and cord blood T cells, which have natural allogeneic “off-the-shelf” characteristics. We are
the single largest shareholder of Celularity with a stake of approximately 28%.
Outside of immune-oncology
programs, as part of our global aim to provide a wide range of therapeutic products to meet underserved markets, we have made investments
in non-opioid pain management. These include resiniferatoxin, or RTX, which is a non-opioid-based neurotoxin that specifically
ablates nerves that conduct pain signals while leaving other nerve functions intact and is being studied for chronic pain treatment.
RTX has been granted orphan drug status for the treatment of intractable pain with end-stage cancer and a Phase I trial with the
National Institutes of Health is concluding. A Phase Ib trial studying tolerance and efficacy of RTX for the control of osteoarthritis
knee pain was initiated in late 2018 and preliminary results have shown strong efficacy with no significant adverse effects. Other
applications of RTX are expected to start Phase Ib trials in 2019.
Also in the area of non-opioid
pain management, we have acquired proprietary technologies to responsibly develop next generation, branded pharmaceutical products
to better manage patients’ medical conditions and maximize the quality of life of patients and healthcare providers. The
flagship product of our majority-owned subsidiary, Scilex Holding Company, or Scilex Holding, ZTlido® (lidocaine topical system)
1.8%, is a next-generation lidocaine delivery system which was approved by the FDA for the treatment of postherpetic neuralgia,
a severe neuropathic pain condition, in February 2018, and was commercially launched in October 2018. Scilex Holding now has built
a full commercial organization, which includes sales, marketing, market access, and medical affairs. ZTlido® is positioned
as a best-in-class product with superior adhesion compared to Lidoderm and is manufactured by our Japanese partner in their state-of-the-art
manufacturing facility.
Scilex Holding’s
other lead compound, SP-102, has been awarded Fast Track status by FDA. It is the first non-opioid corticosteroid formulated as
a viscous gel injection in development for the treatment of lumbar radicular pain/sciatica, containing no neurotoxic preservatives,
surfactants, solvents or particulates. FDA’s Fast Track program was implemented to expedite the development and regulatory
review of therapeutic programs that seek to address significant unmet medical needs. SP-102 is currently in a pivotal trial, “Corticosteroid
Lumbar Epidural Analgesia for Radiculopathy (C.L.E.A.R.).” The CLEAR study is a randomized, double-blind, placebo-controlled
Phase 3 trial that will enroll 400 patients with lumbar radicular pain at 40+ sites across the U.S. The primary endpoint is mean
change in the Numerical Pain Rating Scale for leg pain in patients receiving SP-102 compared to intramuscular injection of placebo
over four weeks. The secondary endpoints include other measures of pain at 4 and 12 weeks as well as time to repeat injection of
SP-102, safety and function. The study includes an open-label extension to build the safety database of patients treated with SP-102.
Lifetime prevalence of lower back pain with radiculopathy ranges from 12% to 43%.
For a complete
description of our business, financial condition, results of operations and other important information, we refer you to our
filings with the SEC that are incorporated by reference in this prospectus, including our
Annual
Report on Form 10-K for the year ended December 31, 2018
,
as
amended
, our
Quarterly
Report on Form 10-Q for the quarter ended March 31, 2019
and our
Current Report on Form 8-K filed with the SEC on June 17, 2019
. For instructions on how to find copies of these documents, see “Where You Can Find More
Information”.
On September 21, 2009,
QuikByte Software, Inc., a Colorado corporation and shell company, or QuikByte, consummated its acquisition of Sorrento Therapeutics,
Inc., a Delaware corporation and private concern, or STI, in a reverse merger, or the Merger. Pursuant to the Merger, all of the
issued and outstanding shares of STI common stock were converted into an aggregate of 6,775,032 shares of QuikByte common stock
and STI became a wholly owned subsidiary of QuikByte. The holders of QuikByte’s common stock immediately prior to the Merger
held an aggregate of 2,228,333 shares of QuikByte’s common stock immediately following the Merger.
We were originally incorporated
as San Diego Antibody Company in California in 2006 and were renamed “Sorrento Therapeutics, Inc.” and reincorporated
in Delaware in 2009, prior to the Merger. QuikByte was originally incorporated in Colorado in 1989. Following the Merger, on December
4, 2009, QuikByte reincorporated under the laws of the State of Delaware, or the Reincorporation. Immediately following the Reincorporation,
on December 4, 2009, we merged with and into QuikByte, the separate corporate existence of STI ceased and QuikByte continued as
the surviving corporation, or the Roll-Up Merger. Pursuant to the certificate of merger filed in connection with the Roll-Up Merger,
QuikByte’s name was changed from “QuikByte Software, Inc.” to “Sorrento Therapeutics, Inc.”
Risk Factors
An investment in shares
of our Common Stock involves a high degree of risk. You should consider carefully the risk factors beginning on page 3 of this
prospectus before investing in our Common Stock.
Use of Proceeds
Although we will incur
expenses in connection with the registration of the Shares covered by this prospectus, we will not receive any of the proceeds
from the sale of the Shares by the Selling Stockholders.
Principal Executive Offices and Additional
Information
Our principal executive
offices are located at 4955 Directors Place, San Diego, CA 92121, and our telephone number at that address is (858)
203-4100
.
Our website is www.sorrentotherapeutics.com. Any information contained on, or that can be accessed through, our website is not
incorporated by reference into, nor is it in any way part of this prospectus and should not be relied upon in connection with making
any decision with respect to an investment in our securities. We are required to file annual, quarterly and current reports, proxy
statements and other information with the SEC. You may obtain any of the documents filed by us with the SEC at no cost from the
SEC’s website at
http://www.sec.gov
.
RISK FACTORS
Investing in shares of
our Common Stock involves a high degree of risk. Before making an investment decision, you should carefully consider the risks
described under “Risk Factors” in any applicable prospectus supplement and in our most recent Annual Report on Form
10-K, as amended, or any updates in our Quarterly Reports on Form 10-Q, together with all of the other information appearing in
or incorporated by reference into this prospectus and any applicable prospectus supplement, before deciding whether to purchase
any of the Common Stock being offered. Our business, financial condition or results of operations could be materially adversely
affected by any of these risks. The trading price of shares of our Common Stock could decline due to any of these risks, and you
may lose all or part of your investment.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
This prospectus and the
documents incorporated by reference into this prospectus may contain forward-looking statements within the meaning of Section 27A
of the Securities Act of 1933, as amended, or the Securities Act, and Section 21E of the Securities Exchange Act of 1934, as amended,
or the Exchange Act, about the Company and its subsidiaries. These forward-looking statements are intended to be covered by the
safe harbor for forward-looking statements provided by the Private Securities Litigation Reform Act of 1995. Forward-looking statements
are not statements of historical fact, and can be identified by the use of forward-looking terminology such as “believes”,
“expects”, “may”, “will”, “could”, “should”, “projects”,
“plans”, “goal”, “targets”, “potential”, “estimates”, “pro forma”,
“seeks”, “intends” or “anticipates” or the negative thereof or comparable terminology. Forward-looking
statements include discussions of strategy, financial projections, guidance and estimates (including their underlying assumptions),
statements regarding plans, objectives, expectations or consequences of various transactions, and statements about the future performance,
operations, products and services of the Company and its subsidiaries. We caution our stockholders and other readers not to place
undue reliance on such statements.
You should read this prospectus
and the documents incorporated by reference completely and with the understanding that our actual future results may be materially
different from what we currently expect. Our business and operations are and will be subject to a variety of risks, uncertainties
and other factors. Consequently, actual results and experience may materially differ from those contained in any forward-looking
statements. Such risks, uncertainties and other factors that could cause actual results and experience to differ from those projected
include, but are not limited to, the risk factors set forth in Part I - Item 1A, “Risk Factors”, in our
Annual Report on Form 10-K for the year ended December 31, 2018, as filed with the SEC on March 15, 2019
,
as amended
, and elsewhere in the documents
incorporated by reference into this prospectus.
You should assume that the information appearing
in this prospectus, any accompanying prospectus supplement, any related free writing prospectus and any document incorporated herein
by reference is accurate as of its date only. Because the risk factors referred to above could cause actual results or outcomes
to differ materially from those expressed in any forward-looking statements made by us or on our behalf, you should not place undue
reliance on any forward-looking statements. Further, any forward-looking statement speaks only as of the date on which it is made.
New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot
assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual
results to differ materially from those contained in any forward-looking statements. All written or oral forward-looking statements
attributable to us or any person acting on our behalf made after the date of this prospectus are expressly qualified in their entirety
by the risk factors and cautionary statements contained in and incorporated by reference into this prospectus. Unless legally required,
we do not undertake any obligation to release publicly any revisions to such forward-looking statements to reflect events or circumstances
after the date of this prospectus or to reflect the occurrence of unanticipated events.
USE OF PROCEEDS
We will receive no proceeds
from the sale of the Shares by the Selling Stockholders. We may, however, receive cash proceeds equal to up to the total exercise
price of the Warrants to the extent that the Warrants are exercised for cash. The exercise price of the Warrants is $3.94 per share
of Common Stock. The exercise price and the number of shares of Common Stock issuable upon exercise of the Warrants may be adjusted
in certain circumstances, including stock splits, dividends or distributions, or other similar transactions. However, the Warrants
contain a “cashless exercise” feature that allows the holders to exercise the Warrants without making a cash payment
to us in the event that there is no registration statement registering the Shares for resale. There can be no assurance that any
of these Warrants will be exercised by the Selling Stockholders at all or that the Warrants will be exercised for cash rather than
pursuant to the “cashless exercise” feature. To the extent we receive proceeds from the cash exercise of the Warrants,
we intend to use such proceeds to provide capital support or for general corporate purposes, which may include, without limitation,
supporting asset growth and engaging in acquisitions or other business combinations. We do not have any specific plans for acquisitions
or other business combinations at this time. Our management will retain broad discretion in the allocation of the net proceeds
from the exercise of the Warrants for cash.
The Selling Stockholders
will pay any underwriting fees, discounts and commissions attributable to the sale of the Shares and any similar expenses they
incur in disposing of the Shares. We will bear all other costs, fees and expenses incurred in effecting the registration of the
Shares covered by this prospectus. These may include, without limitation, all registration and filing fees, printing fees and fees
and expenses of our counsel and accountants in connection with the registration of the Shares covered by this prospectus.
SELLING STOCKHOLDERS
Unless the context otherwise
requires, as used in this prospectus, “Selling Stockholders” includes the selling stockholders listed below and donees,
pledgees, permitted transferees or other successors-in-interest selling shares received after the date of this prospectus from
a selling stockholder as a gift, pledge or other non-sale related transfer.
We have prepared this prospectus
to allow the Selling Stockholders or their successors, assignees or other permitted transferees to sell or otherwise dispose of,
from time to time, up to 1,333,304 shares of our Common Stock. The Shares to be offered hereby are issuable to the Selling Stockholders
upon exercise of the Warrants.
The Warrants will become
exercisable on November 3, 2019, have a term of ten and a half years from the date of issuance and have an exercise price of $3.94
per share of Common Stock, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions.
Pursuant to the terms of the Registration Rights Agreement, we agreed to register for resale the shares of Common Stock issuable
upon exercise of the Warrants. The Shares will be issued to the Selling Stockholders in reliance on the exemption from securities
registration in Section 4(a)(2) under the Securities Act and Rule 506 promulgated thereunder.
The shares of Common Stock
to be offered by the Selling Stockholders are “restricted” securities under applicable federal and state securities
laws and are being registered under the Securities Act to give the Selling Stockholders the opportunity to sell these shares publicly. The
registration of these shares does not require that any of the shares be offered or sold by the Selling Stockholders. Subject
to these resale restrictions, the Selling Stockholders may from time to time offer and sell all or a portion of their shares indicated
below in privately negotiated transactions or on the Nasdaq Capital Market or any other market on which our Common Stock may subsequently
be listed or quoted.
The registered shares may
be sold directly or through brokers or dealers, or in a distribution by one or more underwriters on a firm commitment or best effort
basis. To the extent required, the names of any agent or broker-dealer and applicable commissions or discounts and any
other required information with respect to any particular offering will be set forth in a prospectus supplement. See
the section of this prospectus entitled “Plan of Distribution”. The Selling Stockholders and any agents or broker-dealers
that participate with the Selling Stockholders in the distribution of registered shares may be deemed to be “underwriters”
within the meaning of the Securities Act, and any commissions received by them and any profit on the resale of the registered shares
may be deemed to be underwriting commissions or discounts under the Securities Act.
No estimate can be given
as to the amount or percentage of Common Stock that will be held by the Selling Stockholders after any sales made pursuant to this
prospectus because the Selling Stockholders are not required to sell any of the Shares being registered under the registration
statement of which this prospectus forms a part. The following table assumes that the Selling Stockholders will sell
all of the Shares listed in this prospectus.
Unless otherwise indicated
in the footnotes below, no Selling Stockholder has had any material relationship with us or any of our affiliates within the past
three years other than as a security holder.
We have prepared this table
based on written representations and information furnished to us by or on behalf of the Selling Stockholders. Since the date on
which the Selling Stockholders provided this information, the Selling Stockholders may have sold, transferred or otherwise disposed
of all or a portion of the shares of Common Stock in a transaction exempt from the registration requirements of the Securities
Act. Unless otherwise indicated in the footnotes below, we believe that (1) none of the Selling Stockholders are broker-dealers
or affiliates of broker-dealers, (2) no Selling Stockholder has direct or indirect agreements or understandings with any person
to distribute their Shares, and (3) the Selling Stockholders have sole voting and investment power with respect to all shares beneficially
owned, subject to applicable community property laws. To the extent any Selling Stockholder identified below is, or is affiliated
with, a broker-dealer, it could be deemed to be, under SEC Staff interpretations, an “underwriter” within the meaning
of the Securities Act. Information about the Selling Stockholders may change over time. Any changed information will be set forth
in supplements to this prospectus, if required.
The following table sets
forth information with respect to the beneficial ownership of our Common Stock held, as of June 7, 2019, by the Selling Stockholders
and the number of Shares being offered hereby and information with respect to shares to be beneficially owned by the Selling Stockholders
after completion of this offering. The percentages in the following table reflect the shares beneficially owned by
the Selling Stockholders as a percentage of the total number of shares of Common Stock outstanding as of June 7, 2019. As
of such date, 122,632,751 shares of Common Stock were outstanding.
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Shares
Beneficially Owned
Prior to the Offering
(1)
|
|
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Maximum
Number of
Shares of
Common Stock
to be Offered
Pursuant to this
|
|
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Shares Beneficially Owned
After the Offering
(1)(2)
|
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Name
|
|
Number
|
|
|
Percentage
|
|
|
Prospectus
|
|
|
Number
|
|
|
Percentage
|
|
|
Entities affiliated with Oaktree Capital Management, L.P.
|
|
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6,288,985
|
(3)
|
|
|
4.9
|
%
|
|
|
1,333,304
|
(4)
|
|
|
6,288,985
|
|
|
|
4.9
|
%
|
|
TOTAL
|
|
|
6,288,985
|
|
|
|
4.9
|
%
|
|
|
1,333,304
|
|
|
|
6,288,985
|
|
|
|
4.9
|
%
|
|
|
(1)
|
Beneficial ownership is determined in accordance with Rule
13d-3 under the Exchange Act. In computing the number of shares beneficially owned by a person and the percentage ownership of
that person, shares of Common Stock subject to warrants, options and other convertible securities held by that person that are
currently exercisable or exercisable within 60 days (of June 7, 2019) are deemed outstanding. Shares subject to warrants, options
and other convertible securities, however, are not deemed outstanding for the purpose of computing the percentage ownership of
any other person.
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(2)
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Assumes that the Selling Stockholders dispose of all of
the shares of Common Stock covered by this prospectus and do not acquire beneficial ownership of any additional shares. The
registration of these shares does not necessarily mean that the Selling Stockholders will sell all or any portion of the shares
covered by this prospectus.
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(3)
|
Consists of (i) 503,119 shares of Common Stock issuable
to Oaktree Strategic Income II, Inc., or OSI II, upon exercise of warrants to purchase Common Stock that are currently exercisable,
(ii) 1,572,246 shares of Common Stock issuable to OCSL SRNE, LLC upon exercise of warrants to purchase Common Stock that are currently
exercisable, (iii) 2,517,342 shares of Common Stock issuable to SC Investments E Holdings, LLC upon exercise of warrants to purchase
Common Stock that are currently exercisable, and (iv) 1,696,278 shares of Common Stock issuable to the SC Investments NE Holdings,
LLC upon exercise of warrants to purchase Common Stock that are currently exercisable. OSI II is managed by Oaktree Capital Management,
L.P. OCSL SRNE, LLC is wholly-owned by its managing member, Oaktree Specialty Lending Corporation, or OCSL. OCSL is managed by
Oaktree Capital Management, L.P. Certain of the authorized officers of Oaktree Capital Management, L.P. may be deemed to have
direct voting and dispositive power with respect to the Shares held by OSI II and OCSL SRNE, LLC. The manager of SC Investments
E Holdings, LLC and SC Investments NE Holdings, LLC is Oaktree Fund GP IIA, LLC, or GP IIA LLC. The managing member of GP IIA
LLC is Oaktree Fund GP II, L.P., or GP II. The general partner of GP II is Oaktree Capital II, L.P., or Capital II. The general
partner of Capital II is Oaktree Holdings, Inc., or Holdings. The sole shareholder of Holdings is Oaktree Capital Group, LLC,
or OCG. The duly elected manager of OCG is Oaktree Capital Group Holdings GP, LLC, which is managed by its executive committee.
The members of the executive committee of Oaktree Capital Group Holdings GP, LLC are Howard Marks, Bruce Karsh, Jay Wintrob, John
Frank and Sheldon Stone. Each of the managing members, managers, general partners and members described above disclaims beneficial
ownership of any Shares beneficially or of record owned by SC Investments E Holdings, LLC and SC Investments NE Holdings, LLC,
except to the extent of any pecuniary interest therein. OCM Investments LLC, a direct subsidiary of Oaktree Capital Management,
L.P., the investment manager of OSI II, OCSL SRNE, LLC, SC Investments E Holdings, LLC and SC Investments NE Holdings, LLC, is
a registered broker-dealer. OCM Investments LLC acts as a broker only for purposes of the placement of interests in Oaktree Capital
Management, L.P.’s managed funds. On September 7, 2018, entities affiliated with Oaktree Capital Management, L.P. purchased
$80 million aggregate principal amount of senior secured notes due 2026 issued by Scilex Pharmaceuticals Inc., a majority owned
subsidiary of the Company. The principal business address for each of the persons and entities named herein is 333 South Grand
Avenue, 28th Floor, Los Angeles, CA 90071.
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(4)
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Consists of (i) 106,664 shares of Common Stock issuable
to OSI II upon exercise of the Warrants, which will become exercisable on November 3, 2019, (ii) 333,326 shares of Common Stock
issuable to OCSL SRNE, LLC upon exercise of the Warrants, which will become exercisable on November 3, 2019, (iii) 533,693 shares
of Common Stock issuable to SC Investments E Holdings, LLC upon exercise of the Warrants, which will become exercisable on November
3, 2019, and (iv) 359,621 shares of Common Stock issuable to the SC Investments NE Holdings, LLC upon exercise of the Warrants,
which will become exercisable on November 3, 2019. See footnote (3) for additional information about OSI II, OCSL SRNE, LLC, SC
Investments E Holdings, LLC and SC Investments NE Holdings, LLC.
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Indemnification
Under the Registration
Rights Agreement, we have agreed to indemnify the Selling Stockholders, their affiliates and permitted transferees against certain
losses, claims, damages, liabilities, settlement costs and expenses, including certain liabilities under the Securities Act and
the Exchange Act.
PLAN OF DISTRIBUTION
We are registering the
shares of Common Stock issuable upon exercise of the Warrants previously issued to the Selling Stockholders to permit the resale
of these shares of Common Stock by the holders of the Warrants and the shares issuable upon exercise thereof from time to time
after the date of this prospectus. We will not receive any of the proceeds from the sale by the Selling Stockholders of the shares
of Common Stock. We will bear all fees and expenses incident to our obligation to register the shares of Common Stock.
The Selling Stockholders
may sell all or a portion of the shares of Common Stock beneficially owned by them and offered hereby from time to time directly
or through one or more underwriters, broker-dealers or agents. If the shares of Common Stock are sold through underwriters or broker-dealers,
the Selling Stockholders will be responsible for underwriting fees, discounts or commissions or agent’s commissions. The
shares of Common Stock may be sold in one or more transactions at fixed prices, at prevailing market prices at the time of the
sale, at varying prices determined at the time of sale, or at negotiated prices. The Selling Stockholders will act independently
of us in making decisions with respect to the timing, manner and size of each sale. These sales may be effected in transactions,
which may involve cross or block transactions:
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on any national securities exchange or quotation service on which
the securities may be listed or quoted at the time of sale;
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in the over-the-counter market;
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in transactions otherwise than on these exchanges or systems or in
the over-the-counter market;
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through the writing of options, whether such options are listed on
an options exchange or otherwise;
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in ordinary brokerage transactions and transactions in which the
broker-dealer solicits purchasers;
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in block trades in which the broker-dealer will attempt to sell the
shares as agent but may position and resell a portion of the block as principal to facilitate the transaction;
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through purchases by a broker-dealer as principal and resale by the
broker-dealer for its account;
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in an exchange distribution in accordance with the rules of the applicable
exchange;
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in privately negotiated transactions;
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through the distribution of the Common Stock by any Selling Stockholder
to its partners, members or stockholders;
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through one or more underwritten offerings on a firm commitment or
best efforts basis;
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in sales pursuant to Rule 144;
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whereby broker-dealers may agree with the Selling Stockholders to
sell a specified number of such shares at a stipulated price per share;
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in a combination of any such methods of sale; and
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in any other method permitted pursuant to applicable law.
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If the Selling Stockholders
effect such transactions by selling shares of Common Stock to or through underwriters, broker-dealers or agents, such underwriters,
broker-dealers or agents may receive commissions in the form of discounts, concessions or commissions from the Selling Stockholders
or commissions from purchasers of the shares of Common Stock for whom they may act as agent or to whom they may sell as principal
(which discounts, concessions or commissions as to particular underwriters, broker-dealers or agents may be in excess of those
customary in the types of transactions involved). In connection with sales of the shares of Common Stock or otherwise, the Selling
Stockholders may enter into hedging transactions with broker-dealers, which may in turn engage in short sales of the shares of
Common Stock in the course of hedging in positions they assume. The Selling Stockholders may also sell shares of Common Stock short
and deliver shares of Common Stock covered by this prospectus to close out short positions and to return borrowed shares in connection
with such short sales. The Selling Stockholders may also loan or pledge shares of Common Stock to broker-dealers that in turn may
sell such shares.
The Selling Stockholders
may pledge or grant a security interest in some or all of the shares of Common Stock or the Warrants owned by them and, if they
default in the performance of their secured obligations, the pledgees or secured parties may offer and sell the shares of Common
Stock from time to time pursuant to this prospectus or any amendment to this prospectus under Rule 424(b)(3) or other applicable
provision of the Securities Act amending, if necessary, the list of Selling Stockholders to include the pledgee, transferee or
other successors in interest as Selling Stockholders under this prospectus. The Selling Stockholders also may transfer and donate
the shares of Common Stock in other circumstances in which case the transferees, donees, pledgees or other successors in interest
will be the selling beneficial owners for purposes of this prospectus.
The Selling Stockholders,
individually and not severally, and any broker-dealer participating in the distribution of the shares of Common Stock may be deemed
to be “underwriters” within the meaning of the Securities Act, and any commission paid, or any discounts or concessions
allowed to, any such broker-dealer may be deemed to be underwriting commissions or discounts under the Securities Act. At the time
a particular offering of the shares of Common Stock is made, a prospectus supplement, if required, will be distributed which will
set forth the aggregate amount of shares of Common Stock being offered and the terms of the offering, including the name or names
of any broker-dealers or agents, any discounts, commissions and other terms constituting compensation from the Selling Stockholders
and any discounts, commissions or concessions allowed or reallowed or paid to broker-dealers. The Selling Stockholders may indemnify
any broker-dealer that participates in transactions involving the sale of the shares of Common Stock against certain liabilities,
including liabilities arising under the Securities Act.
Under the securities laws
of some states, the shares of Common Stock may be sold in such states only through registered or licensed brokers or dealers. In
addition, in some states the shares of Common Stock may not be sold unless such shares have been registered or qualified for sale
in such state or an exemption from registration or qualification is available and is complied with.
The aggregate proceeds
to the Selling Stockholders from the sale of the Common Stock offered will be the purchase price of the Common Stock less discounts
or commissions, if any. The Selling Stockholders reserve the right to accept and, together with their agents from time to time,
to reject, in whole or in part, any proposed purchase of Common Stock to be made directly or through agents. There can be no assurance
that any Selling Stockholder will sell any or all of the shares of Common Stock registered pursuant to the registration statement
of which this prospectus forms a part.
The Selling Stockholders
and any other person participating in such distribution will be subject to applicable provisions of the Exchange Act and the rules
and regulations thereunder, including, without limitation, Regulation M of the Exchange Act, which may limit the timing of purchases
and sales of any of the shares of Common Stock by the Selling Stockholders and any other participating person. Regulation M may
also restrict the ability of any person engaged in the distribution of the shares of Common Stock to engage in market-making activities
with respect to the shares of Common Stock. All of the foregoing may affect the marketability of the shares of Common Stock and
the ability of any person or entity to engage in market-making activities with respect to the shares of Common Stock.
We will pay all expenses
of the registration of the shares of Common Stock issuable upon exercise of the Warrants pursuant to the Registration Rights Agreement,
estimated to be $100,492 in total, including, without limitation, SEC filing fees and expenses of compliance with state securities
or “Blue Sky” laws;
provided
,
however
, that a Selling Stockholder will pay all underwriting fees, discounts
and selling commissions, if any. We will indemnify the Selling Stockholders against certain liabilities, including certain liabilities
arising under the Securities Act, or the Selling Stockholders will be entitled to contribution. We may be indemnified by the Selling
Stockholders against certain liabilities, including certain liabilities under the Securities Act, that may arise from any written
information furnished to us by the Selling Stockholder specifically for use in this prospectus, or we may be entitled to contribution
in an amount not to exceed the amount by which the net proceeds received by such Selling Stockholder exceeds the amount of damages
that such Selling Stockholder has otherwise been required to pay.
Once sold under the registration
statement, of which this prospectus forms a part, the shares of Common Stock will be freely tradable in the hands of persons other
than our affiliates.
DESCRIPTION OF CAPITAL STOCK
General Matters
As
of June 7
, 2019
, our authorized capital stock consisted
of 750,000,000 shares of
Common Stock
, $0.0001 par value per share,
and 100,000,000 shares of preferred stock, $0.0001 par value per share. Our board of directors, or our Board, may
establish the rights and preferences of the preferred stock from time to time. As of June 7
, 2019
,
there were 122,632,751 shares of our
Common Stock
issued and outstanding and no
shares of preferred stock issued and outstanding
.
Common Stock
H
olders
of our
Common Stock
are entitled to one vote per share. Our Restated Certificate of
Incorporation, as amended, or our Certificate of Incorporation, does not provide for cumulative voting. Holders of our
Common
Stock
are entitled to receive ratably such dividends, if any, as may be declared by our Board
out of legally available funds. However, the current policy of our Board is to retain earnings, if any, for our operations and
potential expansion of our business. Upon liquidation, dissolution or winding-up, the holders of our
Common Stock
are
entitled to share ratably in all of our assets which are legally available for distribution, after payment of or provision for
all liabilities. The holders of our
Common Stock
have no preemptive, subscription,
redemption or conversion rights.
Preferred Stock
As
of the date of this prospectus, no shares of preferred stock are issued and outstanding. Our Certificate of Incorporation provides
that our Board may by resolution, without further vote or action by the stockholders, establish one or more classes or series of
preferred stock having the number of shares and relative voting rights, designation, dividend rates, liquidation, and other rights,
preferences, and limitations as may be fixed by them without further stockholder approval. Once designated by our Board, each series
of preferred stock will have specific financial and other terms that will be set forth in the applicable certificate of designation
for the series. Prior to the issuance of shares of each series of preferred stock, our Board is required by the General Corporation
Law of the State of Delaware, or the DGCL, and our Certificate of Incorporation to adopt resolutions and file a certificate of
designation with the Secretary of State of the State of Delaware. The certificate of designation fixes for each class or series
the designations, powers, preferences, rights, qualifications, limitations and restrictions, including, but not limited to, some
or all of the following
:
(a) The distinctive
designation of such series and the number of shares which shall constitute such series, which number may be increased (except where
otherwise provided by our Board in creating such series) or decreased (but not below the number of shares thereof then outstanding)
from time to time by resolution of our Board;
(b) The rate and manner
of payment of dividends payable on shares of such series, including the dividend rate, date of declaration and payment, whether
dividends shall be cumulative, and the conditions upon which and the date from which such dividends shall be cumulative;
(c) Whether shares
of such series shall be redeemable, the time or times when, and the price or prices at which, shares of such series shall be redeemable,
the redemption price, the terms and conditions of redemption, and the sinking fund provisions, if any, for the purchase or redemption
of such shares;
(d) The amount payable
on shares of such series and the rights of holders of such shares in the event of any voluntary or involuntary liquidation, dissolution
or winding up of the affairs of the Company;
(e) The rights, if
any, of the holders of shares of such series to convert such shares into, or exchange such shares for, shares of Common Stock,
other securities, or shares of any other class or series of preferred stock and the terms and conditions of such conversion or
exchange;
(f) The voting rights,
if any, and whether full or limited, of the shares of such series, which may include no voting rights, one vote per share, or such
higher or lower number of votes per share as may be designated by our Board; and
(g) The preemptive
or preferential rights, if any, of the holders of shares of such series to subscribe for, purchase, receive, or otherwise acquire
any part of any new or additional issue of stock of any class, whether now or hereafter authorized, or of any bonds, debentures,
notes, or any of our other securities, whether or not convertible into shares of our Common Stock.
In connection with the
adoption of a rights agreement, dated November 7, 2013, we filed a Certificate of Designation, Preferences and Rights of Series A
Junior Participating Preferred Stock, or the Certificate of Designation, with the Secretary of State of the State of Delaware,
which designated 1,000,000 shares of Preferred Stock as Series A Junior Participating Preferred Stock. The rights, preferences
and privileges of the Series A Junior Participating Preferred Stock are as set forth in the Certificate of Designation. The
rights agreement was amended and restated in December 2015 and is described below under “—Anti-Takeover Effects of
Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL—Stockholder Rights Agreement”.
Anti-Takeover
Effects of Certain Provisions of our Certificate of Incorporation, Bylaws and the DGCL
Certain provisions
of our Certificate of Incorporation and Bylaws, which are summarized in the following paragraphs, may have the effect of discouraging
potential acquisition proposals or tender offers or delaying or preventing a change in control, including changes a stockholder
might
consider
favorable. Such provisions may also prevent or frustrate attempts by
our stockholders to replace or remove our management. In particular, our Certificate of Incorporation and Bylaws and Delaware law,
as applicable, among other things:
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provide
our Board with the ability to alter our Bylaws without stockholder approval;
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place
limitations on the removal of directors; and
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provide
that vacancies on
our Board
may
be filled by a majority of directors in office, although less than a quorum
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These
provisions are expected to discourage certain types of coercive takeover practices and inadequate takeover bids and to encourage
persons seeking to acquire control of our company to first negotiate with
our Board
.
These provisions may delay or prevent someone from acquiring or merging with us, which may cause the market price of our
Common
Stock
to decline
.
Blank Check Preferred
.
Our Board is authorized to create and issue from time to time, without stockholder approval, up to an aggregate of 100,000,000
shares of preferred stock in one or more series and to establish the number of shares of any series of preferred stock and to fix
the designations, powers, preferences and rights of the shares of each series and any qualifications, limitations or restrictions
of the shares of each series.
The authority to designate
preferred stock may be used to issue a series of preferred stock, or rights to acquire preferred stock, that could dilute the interest
of, or impair the voting power of, holders of the Common Stock or could also be used as a method of determining, delaying or preventing
a change of control.
Advance Notice
Bylaws
. The Bylaws contain an advance notice procedure for stockholder proposals to be brought before any meeting of stockholders,
including proposed nominations of persons for election to our Board. Stockholders at any meeting will only be able to consider
proposals or nominations specified in the notice of meeting or brought before the meeting by or at the direction of our Board or
by a stockholder who was a stockholder of record on the record date for the meeting, who is entitled to vote at the meeting and
who has given the Company’s corporate secretary timely written notice, in proper form, of the stockholder’s intention
to bring that business before the meeting. Although our Bylaws do not give our Board the power to approve or disapprove of stockholder
nominations of candidates or proposals regarding other business to be conducted at a special or annual meeting, our Bylaws may
have the effect of precluding the conduct of certain business at a meeting if the proper procedures are not followed or may discourage
or deter a potential acquiror from conducting a solicitation of proxies to elect its own slate of directors or otherwise attempting
to obtain control of the Company.
Interested Stockholder
Transactions
. We are subject to Section 203 of the DGCL, which prohibits “business combinations” between
a publicly-held Delaware corporation and an “interested stockholder,” which is generally defined as a stockholder who
is a beneficial owner of 15% or more of a Delaware corporation’s voting stock for a three-year period following the date
that such stockholder became an interested stockholder, unless: (i)
the transaction is approved
by the board of directors before the date the interested stockholder attained that status; (ii) upon consummation of the transaction
which resulted in the stockholder becoming an interested stockholder, the interested stockholder owned at least 85% of the voting
stock of the corporation outstanding at the time the transaction commenced; or (iii) on or after the date of the transaction, the
transaction is approved by the board of directors and authorized at a meeting of stockholders, and not by written consent, by the
affirmative vote of at least 66 2/3% of the outstanding voting stock that is not owned by the interested stockholder. In general,
the DGCL defines a business combination to include the following: (a) any merger or consolidation involving the corporation and
the interested stockholder; (b) any sale, transfer, pledge or other
disposition
of
10% or more of the assets of the corporation involving the interested stockholder; (c) subject to certain exceptions, any transaction
that results in the issuance or transfer by the corporation of any stock of the corporation to the interested stockholder; (d)
any transaction involving the corporation that has the effect of increasing the proportionate share of the stock of any class or
series of the corporation beneficially owned by the interested stockholder; or (e) the receipt by the interested stockholder of
the benefit of any loans, advances, guarantees, pledges or other financial benefits provided by or through the corporation.
Stockholder Rights
Agreement
. In December 2015, we
entered into an Amended and Restated Rights Agreement,
or the Amended Rights Agreement, with Philadelphia Stock Transfer, Inc., as Rights Agent. The Amended Rights Agreement
provides
that in the event of (i) an acquisition of 15% or more of our outstanding Common Stock by any person other than a beneficial
owner of 15% of our outstanding Common Stock as of December 21, 2015, (ii) an acquisition of one or more shares of our Common Stock
by any person who beneficially owned 15% or more of our outstanding Common Stock as of December 21, 2015, or (iii) an announcement
of an intention to make a tender offer or exchange offer for 15% or more of our outstanding Common Stock, our stockholders, other
than the potential acquiror, shall be granted rights enabling them to purchase additional shares of our Common Stock at a substantial
discount to the then prevailing market price. The
Amended Rights Agreement
could significantly
dilute such acquiror’s ownership position in our shares, thereby making a takeover prohibitively expensive and encouraging
such acquiror to negotiate with our Board. Therefore, the
Amended Rights Agreement
could
make it more difficult for a third party to acquire control of us without the approval of our Board.
Warrants
As of
June
7,
2019, in addition to the Warrants to purchase 1,333,304 shares of Common Stock issued to the Selling Stockholders in
connection with our entry into the Loan Agreement Amendment, warrants to purchase 22,814,801 shares of Common Stock with a weighted-average
exercise price of $
2.95
per share were outstanding. The Warrants to purchase an aggregate
of 1,333,304 shares of Common Stock will become exercisable on November 3, 2019, have a term of ten and a half years from the date
of issuance and have an exercise price of $
3.94
per share of Common Stock. We are
registering the resale of the shares of Common Stock issuable upon exercise of the Warrants pursuant to the registration statement
of which this prospectus forms a part. All of our other outstanding warrants are currently exercisable, except to the extent that
certain of them may be subject to a blocker provision, which restricts the exercise of a warrant if, as a result of such exercise,
the warrant holder, together with its affiliates and any other person whose beneficial ownership of Common Stock would be aggregated
with the warrant holder’s for purposes of Section 13(d) of the Exchange Act, would beneficially own in excess of 19.99% or
19.9% of our then issued and outstanding shares of Common Stock (including the shares of Common Stock issuable upon such exercise),
as such percentage ownership is determined in accordance with the terms of such warrant. All of our outstanding warrants contain
provisions for the adjustment of the exercise price in the event of stock dividends, stock splits or similar transactions. In addition,
certain of the warrants contain a “cashless exercise” feature that allows the holders thereof to exercise the warrants
without a cash payment to us under certain circumstances.
Convertible Promissory Notes
As of
June
7, 2019
, convertible notes with an aggregate outstanding principal amount of $37,848,750 were outstanding. At any time and
from time to time before the earlier to occur of the date that is five years from the date of issuance of the convertible notes
and the date of the closing of a change of control of the Company, the holders of the convertible notes have the option to convert
any portion of the outstanding principal amount of such convertible notes that is equal to or greater than the lesser of: (1) $4,000,000,
and (2) the then-outstanding principal amount of the convertible note being converted into shares of Common Stock at a price per
share of $7.0125, subject to adjustment for stock splits, reverse stock splits, stock dividends and similar transactions. Accrued
but unpaid interest on the convertible notes shall be paid in cash semi-annually in arrears on or prior to the 30th day of June
and 31st day of December of each calendar year commencing with the year ended December 31, 2018. If a convertible note holder elects
to convert any of the principal amount of its convertible note, then all accrued but unpaid interest on such portion of the principal
amount shall become due and payable in cash.
Transfer Agent and Registrar
The Transfer Agent
and Registrar for our Common Stock is Philadelphia Stock Transfer, Inc., 2320 Haverford Road, Suite 230, Ardmore, PA 19003.
LEGAL MATTERS
Unless otherwise indicated
in the applicable prospectus supplement, the validity of the Common Stock offered by this prospectus, and any supplement thereto,
will be passed upon for us by Paul Hastings LLP, Palo Alto, California.
EXPERTS
The consolidated
financial statements as of December 31, 2018 and 2017 and for each of the three years in the period ended December 31, 2018, incorporated in this prospectus by reference from the Current Report
on Form 8-K filed on June 17, 2019, of Sorrento Therapeutics, Inc. and subsidiaries, or the Company, and the
effectiveness of the Company’s internal control over financial reporting as of December 31, 2018 have been audited by
Deloitte & Touche LLP, an independent registered public accounting firm, as stated in their reports, which
are incorporated herein by reference (which reports (1) express an unqualified opinion on the consolidated financial
statements and include an explanatory paragraph referring to the Company’s ability to
continue as a going concern and (2) express an adverse opinion on the effectiveness of the Company’s internal control
over financial reporting because of material weaknesses). Such consolidated
financial statements have been so incorporated by reference in reliance upon the reports of
such firm given upon their authority as experts in accounting and auditing.
WHERE YOU CAN FIND MORE INFORMATION
We are a reporting company
and file annual, quarterly and current reports, proxy statements and other information with the SEC. We have filed with the SEC
a registration statement on Form S-3 under the Securities Act with respect to the Common Stock being offered under this prospectus.
This prospectus does not contain all of the information set forth in the registration statement and the exhibits to the registration
statement. For further information with respect to us and the shares of Common Stock being offered under this prospectus, we refer
you to the registration statement and the exhibits and schedules filed as a part of the registration statement. The SEC maintains
an Internet site that contains reports, proxy and information statements, and other information regarding issuers that file electronically
with the SEC, including Sorrento Therapeutics, Inc. The SEC’s Internet site can be found at
http://www.sec.gov
.
DISCLOSURE OF COMMISSION POSITION ON INDEMNIFICATION
FOR SECURITIES ACT LIABILITIES
Insofar as indemnification
for liabilities arising under the Securities Act may be permitted to our directors, officers, and persons controlling us pursuant
to the provisions described in Item 15 of the registration statement of which this prospectus forms a part or otherwise, we have
been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Securities Act and
is therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than our payment of expenses
incurred or paid by our directors, officers, or controlling persons in the successful defense of any action, suit, or proceeding)
is asserted by our directors, officers, or controlling persons in connection with the common stock being registered, we will, unless
in the opinion of our counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by us is against public policy as expressed in the Securities Act and will be governed
by the final adjudication of the issue.
IMPORTANT INFORMATION INCORPORATED BY REFERENCE
The SEC allows us to “incorporate
by reference” information into this prospectus, which means that we can disclose important information to you by referring
you to another document filed separately with the SEC. The documents incorporated by reference into this prospectus contain important
information that you should read about us.
The following documents
are incorporated by reference into this prospectus:
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(d)
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The Registrant’s Current Reports on Form 8-K filed with the SEC on
January
24, 2019, March 22, 2019, May 3, 2019, June 4, 2019, June 5, 2019,
June
17, 2019 (filed at 9:22 a.m. Eastern Time),
June
17, 2019 (filed at 4:40 p.m. Eastern Time),
June 19, 2019 (other than with respect to Item 7.01 thereof and Exhibits 99.1 and 99.2 thereto)
,
June
20, 2019
and
June
28, 2019
;
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We also incorporate by
reference any future filings (other than current reports furnished under Item 2.02 or Item 7.01 of Form 8-K and exhibits filed
on such form that are related to such items unless such Form 8-K expressly provides to the contrary) made with the SEC pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, including those made after the date of the initial filing of the registration
statement of which this prospectus forms a part and prior to effectiveness of such registration statement, until we file a post-effective
amendment that indicates the termination of the offering of the Common Stock made by this prospectus and such future filings will
become a part of this prospectus from the respective dates that such documents are filed with the SEC. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded
for purposes hereof or of the related prospectus supplement to the extent that a statement contained herein or in any other subsequently
filed document which is also incorporated or deemed to be incorporated by reference herein modifies or supersedes such statement.
Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of
this prospectus.
Documents incorporated
by reference are available from us, without charge. You may obtain documents incorporated by reference in this prospectus by requesting
them in writing or by telephone at the following address:
Sorrento Therapeutics, Inc.
4955 Directors Place
San Diego, CA 92121
Attn: Corporate Secretary
Phone:
(858) 203-4100
SORRENTO THERAPEUTICS, INC.
1,333,304 SHARES OF COMMON STOCK
PROSPECTUS
July 1, 2019
Neither we nor the Selling Stockholders have
authorized any dealer, salesperson or other person to give any information or to make any representations not contained in this
prospectus or any prospectus supplement. You must not rely on any unauthorized information. This prospectus is not an offer to
sell these securities in any jurisdiction where an offer or sale is not permitted. The information in this prospectus is current
as of the date of this prospectus. You should not assume that this prospectus is accurate as of any other date.
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