Item 8.01. Other Events.
As previously disclosed, Sorrento Therapeutics,
Inc. (“Sorrento” or the “Company”) and its wholly-owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (together
with the Company, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the
“Bankruptcy Code,” and such cases, the “Chapter 11 Cases”) in the United States Bankruptcy Court for the Southern
District of Texas (the “Bankruptcy Court”).
As previously disclosed, on or around January 19,
2023, Sorrento distributed shares of Scilex Holding Company (“Scilex”) common stock to Sorrento’s stockholders (the
“Dividended Scilex Stock”), which were restricted from being further transferred until May 11, 2023 (the “Lock-up”)
as reflected in a restrictive legend.
As previously disclosed, on April 25, 2023, the
Bankruptcy Court entered an order extending the expiration of the restrictions on transfer of the Dividended Scilex Stock from May 11,
2023 to September 1, 2023 (or an otherwise earlier date to be determined, as set forth in the order).
On June 12, 2023, the Official Committee of Equity
Securities Holders (the “Equity Committee”) in the Chapter 11 Cases commenced litigation against certain brokerage firms and
requested certain relief related to the alleged short-selling of Dividended Scilex Stock.
On June 14, 2023, the Bankruptcy Court entered
a temporary restraining order (the “Order”), granting the requested relief in part and on a limited basis. The Order temporarily
suspends short-sales of Dividended Scilex Stock and requires certain brokerage firms to provide an accounting for all profits received
from naked short-selling of Dividended Scilex Stock and Scilex common stock, including all interest charged to short-sellers, no later
than five (5) business days after entry of the Order.
The Bankruptcy Court will conduct a hearing to
consider the Equity Committee’s related request for a preliminary injunction on such issues on June 27, 2023 at 9:30 a.m. (prevailing
Central Time) in Courtroom 400, 515 Rusk Street, Houston, Texas.
Cautionary Statement Concerning Forward-Looking
Statements
This Current Report on Form
8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of the safe harbor provisions
under the United States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words
such as “believe,” “may,” “will,” “estimate,” “continue,” “anticipate,”
“intend,” “expect,” “should,” “would,” “plan,” “predict,” “potential,”
“seem,” “seek,” “future,” “outlook,” and similar expressions that predict or indicate
future events or trends or that are not statements of historical matters. These forward-looking statements include, but are not limited
to, statements regarding the alleged short-selling of Dividend Scilex Stock and a hearing to consider the Equity Committee’s related
request for a preliminary injunction. The Company’s actual results or outcomes and the timing of certain events may differ significantly
from those discussed in any forward-looking statements. These statements are based on various assumptions and on the current expectations
of the Company’s management and are not predictions of actual performance. These forward-looking statements are provided for illustrative
purposes only and are not intended to serve as, and must not be relied on by any investor as, a guarantee, an assurance, a prediction
or a definitive statement of fact or probability.
Actual events and circumstances
are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond the control of
the Company. These forward-looking statements are subject to a number of risks and uncertainties, including the unpredictability of trading
markets and whether a market will be established for the Company’s common stock; the potential adverse impact of the Company’s
bankruptcy proceedings pursuant to Chapter 11 (the “Chapter 11 Cases”) on the Company’s liquidity and results of operations;
changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and to maintain contracts that
are critical to its operations; the outcome and timing of the Chapter 11 process; the effect of the Chapter 11 Cases on the Company’s
relationships with vendors, regulatory authorities, employees and other third parties; possible proceedings that may be brought by third
parties in connection with the Chapter 11 process; the timing or amount of any recovery, if any, to the Company’s stakeholders;
the trading of the Company’s common stock on the Pink Open Market; and those factors discussed in the Company’s Annual Report
on Form 10-K for the year ended December 31, 2022 and any subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission (the “SEC”), in each case under the heading “Risk Factors,” and other documents of the Company filed,
or to be filed, with the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the
results implied by these forward-looking statements. There may be additional risks that the Company presently does not know or that the
Company currently believes are immaterial that could also cause actual results to differ from those contained in the forward-looking statements.
In addition, forward-looking statements reflect the Company’s expectations, plans or forecasts of future events and views as of
the date of this document. The Company anticipates that subsequent events and developments will cause its assessments to change. However,
while the Company may elect to update these forward-looking statements at some point in the future, the Company specifically disclaims
any obligation to do so. These forward-looking statements should not be relied upon as representing the Company’s assessments as
of any date subsequent to the date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.