SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) Files An 8-K Entry into a Material Definitive Agreement

Item1.01.

On April 13, 2017, Sorrento Therapeutics, Inc. (the Company)
entered into an underwriting agreement (the Underwriting
Agreement) with Cantor Fitzgerald Co. (the Representative), as
representative of the several underwriters named therein (the
Underwriters), relating to an underwritten public offering (the
Offering) of 23,625,084 shares of the Companys common stock
(Common Stock). The public offering price is $2.00 per share of
Common Stock and the Underwriters have agreed to purchase the
Common Stock to the Underwriting Agreement at a price of $1.8571
per share. Under the terms of the Underwriting Agreement, the
Company also granted to the Underwriters an option, exercisable
in whole or in part at any time for a period of 30 days from the
date of the closing of the Offering, to purchase up to an
additional 3,543,763 shares of Common Stock at the public
offering price to cover over-allotments, if any.

The Offering is being made to the Companys registration statement
on Form S-3 (File No.333-199849), which was declared effective by
the Securities and Exchange Commission (the SEC) on December 3,
2014, a base prospectus dated December 3, 2014 and a prospectus
supplement dated April 12, 2017.

Net proceeds from the Offering are expected to be approximately
$43.5 million (excluding any sale of shares of Common Stock to
the over-allotment option granted to the Underwriters), after
deducting underwriting discounts and commissions and estimated
Offering expenses payable by the Company. The purchase and sale
of the Common Stock, and the closing of the Offering, is expected
to take place on or about April 19, 2017, subject to the
satisfaction of customary closing conditions.

The Underwriting Agreement contains customary representations,
warranties and covenants made by the Company. It also provides
for customary indemnification by each of the Company and the
Underwriters, severally and not jointly, for losses or damages
arising out of or in connection with the Offering, including for
liabilities under the Securities Act of 1933, as amended, other
obligations of the parties and termination provisions. In
addition, to the terms of the Underwriting Agreement, each of the
Companys directors and executive officers have entered into
lock-up agreements with the Underwriters that generally prohibit,
without the prior written consent of the Representative, the
sale, transfer or other disposition of securities of the Company
prior to July 12, 2017.

The foregoing description of the Underwriting Agreement does not
purport to be complete and is qualified in its entirety by
reference to the copy of the Underwriting Agreement, which is
filed as Exhibit 1.1 to this Current Report on Form 8-K. A copy
of the opinion of Paul Hastings LLP, counsel to the Company,
relating to the validity of the shares of Common Stock to be
issued in the Offering is filed with this Current Report on
Form8-K as Exhibit5.1.

The representations, warranties and covenants contained in the
Underwriting Agreement were made only for purposes of such
agreement and as of specific dates, were solely for the benefit
of the parties to the Underwriting Agreement, and may be subject
to limitations agreed upon by the contracting parties.
Accordingly, the Underwriting Agreement is incorporated herein by
reference only to provide investors with information regarding
the terms of the Underwriting Agreement, and not to provide
investors with any other factual information regarding the
Company or its business, and should be read in conjunction with
the disclosures in the Companys periodic reports and other
filings with the SEC.

Forward-Looking Statements

This Current Report on Form 8-K contains forward-looking
statements that involve risks and uncertainties, such as
statements related to the anticipated closing of the Offering and
the amount of proceeds expected from the Offering. The risks and
uncertainties involved include the Companys ability to satisfy
certain conditions to closing on a timely basis or at all, market
conditions, and other risks detailed from time to time in the
Companys periodic reports and other filings with the SEC. You are
cautioned not to place undue reliance on forward-looking
statements, which are based on the Companys current expectations
and assumptions and speak only as of the date of this Current
Report on Form 8-K. The Company does not intend to revise or
update any forward-looking statement in this Current Report on
Form 8-K as a result of new information, future events or
otherwise, except as required by law.

On April 13, 2017, the Company issued a press release announcing
the pricing of the Offering. A copy of the press release is
attached as Exhibit 99.1 to this Current Report on Form 8-K and
is incorporated herein by reference.

(d) Exhibits.

About SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE)

Sorrento Therapeutics, Inc. is a biopharmaceutical company. The Company is engaged in the discovery, acquisition, development and commercialization of drug therapeutics. Its primary therapeutic focus is oncology, including the treatment of chronic cancer pain. It is also developing therapeutic products for other indications, including immunology and infectious diseases. Its products in the pipeline include Chimeric Antigen Receptor-T Cell (CAR-T) programs, resiniferatoxin (RTX), and biosimilar/biobetter antibodies clinical development programs. Its pipeline also includes preclinical fully human therapeutic monoclonal antibodies (mAbs), including biosimilars/biobetters, fully human anti-PD-L1 and anti-PD-1 checkpoint inhibitors derived from its G-MAB library platform, antibody drug conjugates (ADCs), bispecific antibodies (BsAbs), as well as CAR-T and Chimeric Antigen Receptor Natural Killer (NK) cells (CAR. NK) for adoptive cellular immunotherapy.

SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) Recent Trading Information

SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) closed its last trading session down -1.15 at 1.80 with 149,663 shares trading hands.