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

Item 1.01.

On April 27, 2017, Sorrento Therapeutics, Inc. (Sorrento) entered
into a Share Purchase Agreement (the Purchase Agreement) with TNK
Therapeutics, Inc., a majority-owned subsidiary of Sorrento
(TNK), Virttu Biologics Limited (Virttu), the shareholders of
Virttu (the Virttu Shareholders) and Dayspring Ventures Limited,
as the representative of the Virttu Shareholders (Dayspring) to
which, among other things, TNK acquired from the Virttu
Shareholders 100% of the outstanding ordinary shares of Virttu
(the Acquisition).

The total value of the consideration payable to the Virttu
Shareholders in the Acquisition is equal to $25 million, less
Virttu’s net debt (the Adjusted Base Consideration), plus up to
an additional $10 million contingent upon the achievement of
certain regulatory milestones (as described below) (the
Regulatory Approval Consideration).

At the closing of the Acquisition (the Closing), Sorrento issued
to the Virttu Shareholders an aggregate of 797,081 shares (the
Closing Shares) of the common stock of Sorrento (the Sorrento
Common Stock) based on a price of $5.55 per share, and has agreed
to pay the Virttu Shareholders an aggregate of approximately
$557,000 in cash within 30 days of Closing (the Cash
Consideration). The aggregate of the Closing Shares and the
payment of the Cash Consideration satisfies TNKs obligation to
pay 20% of the Adjusted Base Consideration at the Closing.

Under the terms of the Purchase Agreement, upon TNKs first
issuance and sale of shares of its capital stock on a bona fide,
arms length basis completed after the date of the Purchase
Agreement and prior to the date that is 12 months from the date
of the Closing (the Financing Due Date) 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 will issue to the Virttu Shareholders
an aggregate number of shares of its capital stock (TNK Capital
Stock) as is equal to the quotient obtained by dividing 80% of
the Adjusted Base Consideration by the lowest per share price
paid by investors in the Qualified Financing (the TNK Financing
Consideration); provided, however, that 20% of the TNK Financing
Consideration shall be held in escrow until the Financing Due
Date, to be used to, among other things, satisfy the
indemnification obligations of the Virttu Shareholders.

In the event that a Qualified Financing does not occur, then on
the Financing Due Date, Sorrento will issue to the Virttu
Shareholders an aggregate number of shares of Sorrento Common
Stock as is equal to the quotient obtained by dividing 80% of the
Adjusted Base Consideration, by $5.55 (as adjusted, as
appropriate, to reflect any stock splits or similar events
affecting the Sorrento Common Stock after the Closing).

Additionally, under the terms of the Purchase Agreement, within
45 business days after Virttu becomes aware that certain
governmental bodies in the United States, the European Union, the
United Kingdom or Japan have approved for commercialization, on
or before October 26, 2024, Seprehvir (or any enhancement,
combination or derivative thereof) as a monotherapy or in
combination with one or more other active components (each of the
first two such approvals by a governmental body being a
Regulatory Approval), TNK shall pay half of the Regulatory
Approval Consideration to the Virttu Shareholders, in a
combination of (a) up to $5.0 million in cash (the Regulatory
Approval Cash) and/or (b) (i) such number of shares of Sorrento
Common Stock as is equal to the quotient obtained by dividing
$5.0 million less the Regulatory Approval Cash (the Regulatory
Approval Share Value) by the 30 Day VWAP (as defined below) of
one share of Sorrento Common Stock; (ii) if TNK has completed its
first public offering of TNK Capital Stock, the number of shares
of TNK Capital Stock as is equal to the quotient obtained by
dividing the Regulatory Approval Share Value by the 30 Day VWAP
of one share of TNK Capital Stock; or (iii) such number of shares
of common stock of a publicly traded company as is equal to the
quotient obtained by dividing the Regulatory Approval Share Value
by the volume weighted average price of the relevant security, as
reported on the Nasdaq Capital Market (or other principal stock
exchange or securities market on which the shares are then listed
or quoted) for the thirty trading days immediately following the
receipt of Regulatory Approval (the 30 Day VWAP), with the
composition of the Regulatory Approval Consideration to be at
TNKs option. In order for a second regulatory approval to qualify
as a Regulatory Approval under the Purchase Agreement, the second
approval must be granted by a different governmental body in a
different jurisdiction than that which granted the first
Regulatory Approval.

The Purchase Agreement contains customary representations,
warranties and covenants of Sorrento, TNK, Virttu and the Virttu
Shareholders. Subject to certain customary limitations, Dayspring
has agreed to indemnify TNK, its affiliates, stockholders,
officers, directors, managers, employees, agents, partners,
representatives, successors and assigns against certain losses
related to, among other things, breaches of Virttus and the
Virttu Shareholders representations and warranties, certain
specified liabilities and the failure to perform covenants or
obligations under the Purchase Agreement.

In connection with the Acquisition, on April 27, 2017, Sorrento
and the Virttu Shareholders entered into a Registration Rights
Agreement (the Registration Rights Agreement) to which, among
other things, Sorrento agreed to prepare and file one or more
registration statements with the Securities and Exchange
Commission (the SEC) for the purpose of registering for resale
the Closing Shares, any additional shares of Sorrento Common
Stock that may be issued by Sorrento in the event that a
Qualified Financing is not consummated in accordance with the
Purchase Agreement and any additional shares of Sorrento Common
Stock that may be issued by Sorrento in the event that one or
more of the Regulatory Approvals is obtained (collectively, the
Securities). Under the Registration Rights Agreement, Sorrento
must file a registration statement with the SEC registering all
of the Closing Shares for resale by no later than May 4, 2017,
and Sorrento will also be required to file one or more additional
registration statements registering any other Securities for
resale within five business days of the issuance thereof.

The foregoing summaries of the Purchase Agreement and the
Registration Rights Agreement do not purport to be complete and
are qualified in their entirety by reference to the full texts of
the Purchase Agreement and the Registration Rights Agreement that
are filed herewith as Exhibit 2.1 and Exhibit 4.1, respectively.

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

As disclosed in Item 1.01 of this Current Report on Form 8-K, on
April 27, 2017, TNK completed the acquisition of 100% of the
ordinary shares of Virttu to the Purchase Agreement. The
information set forth in Item 1.01 of this Current Report on Form
8-K is incorporated herein by reference into this Item 2.01 in
its entirety.

The information set forth in Item 1.01 of this Current Report on
Form 8-K is incorporated herein by reference into this Item 3.02
in its entirety. The Closing Shares were offered and sold on
April 27, 2017, and the other Securities will be offered and
sold, if applicable, to the Virttu Shareholders in a transaction
exempt from registration under the Securities Act of 1933, as
amended (the Securities Act), in reliance on Section 4(a)(2)
thereof and Rule 506 of Regulation D thereunder. Each of the
Virttu Shareholders represented that such Virttu Shareholder was
an accredited investor, as defined in Regulation D under the
Securities Act, and was acquiring the Closing Shares, and will
acquire the other Securities, if applicable, for investment only
and not with a view towards, or for resale in connection with,
the public sale or distribution thereof. Accordingly, the Closing
Shares and other Securities have not been registered under the
Securities Act and the Closing Shares and other Securities may
not be offered or sold in the United States absent registration
or an exemption from registration under the Securities Act and
any applicable state securities laws. Neither this Current Report
on Form 8-K nor the exhibits attached hereto is an offer to sell
or the solicitation of an offer to buy shares of Common Stock or
any other securities of Sorrento.

On April 28, 2017, Sorrento issued the press release attached
hereto as Exhibit 99.1 announcing the closing of the Acquisition.

(d) Exhibits.

Non-material schedules and exhibits have been omitted to Item
601(b)(2) of Regulation S-K. The Registrant hereby undertakes to
furnish supplementally copies of any of the omitted schedules and
exhibits upon request by the SEC.

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 00.00 at 2.10 with 2,543,510 shares trading hands.