SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) Files An 8-K Entry into a Material Definitive AgreementItem 1.01. Entry into a Material Definitive Agreement.
Effective April 27, 2018, Sorrento Therapeutics, Inc. (the “Company”), TNK Therapeutics, Inc., a majority-owned subsidiary of the Company (“TNK”), and Dayspring Ventures Limited, as representative of the shareholders (the “Virttu Shareholders”) of Virttu Biologics Limited (“Virttu”) entered into an amendment (the “Amendment”) to that certain Share Purchase Agreement, dated as of April 27, 2017, by and among the Company, TNK, Virttu, the Virttu Shareholders and Dayspring (the “Agreement”).
The Agreement provided that, upon TNK’s first issuance and sale of shares of its capital stock on a bona fide, arm’s length basis completed after the date of the Agreement and prior to April 27, 2017 for the principal purpose of capital-raising resulting in gross proceeds to TNK (individually or in the aggregate) of at least $50 million (a “Qualified Financing”), TNK would issue to the Virttu Shareholders an aggregate number of shares of its capital stock as is equal to the quotient obtained by dividing $19.9 million by the lowest per share price paid by investors in the Qualified Financing. The Agreement further provided that, in the event that a Qualified Financing did not occur, then on April 27, 2018, the Company would issue to the Virttu Shareholders 3,590,026 shares of the Company’s common stock, an amount equal to the quotient obtained by dividing $19.9 million by $5.55.
Under the terms of the Amendment, among other things, the Company agreed that the $19.9 million in consideration otherwise payable on April 27, 2018 to the Virttu Shareholders in shares of the Company’s common stock would be payable: (1) 50% in shares of the Company’s common stock (valued at $5.55 per share) to be issued on April 27, 2018, and (2) 50% in cash payable by June 27, 2018. In accordance with the Agreement, as amended by the Amendment, the Company issued an aggregate of 1,795,013 shares of its common stock to the Former Virttu Shareholders on April 27, 2018.
The foregoing summary of the Amendment does not purport to be complete and is qualified in its entirety by reference to the copy of the Amendment filed herewith as Exhibit 10.1.
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits.
Sorrento Therapeutics, Inc. ExhibitEX-10.1 2 tv492315_ex10-1.htm EXHIBIT 10.1 Exhibit 10.1 Amendment No. 1 to SHARE PURCHASE AGREEMENT This Amendment No. 1 to Share Purchase Agreement (this “Amendment”) is effective as of April 27,…To view the full exhibit click here
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.
