SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) Files An 8-K Entry into a Material Definitive Agreement
Item 1.01.
| Entry into a Material Definitive Agreement. |
On June 12, 2017, Sorrento Therapeutics, Inc. (Sorrento) entered
into a Contribution Agreement (the Contribution Agreement) with
TNK Therapeutics, Inc., a majority-owned subsidiary of Sorrento
(TNK), and Celularity, Inc. (Celularity), to which, among other
things, Sorrento and TNK agreed to contribute certain
intellectual property rights related to their proprietary
chimeric antigen receptor (CAR) constructs and related CARs to
Celularity in exchange for shares of Celularitys Series A
Preferred Stock equal to 25% of Celularitys outstanding shares of
capital stock, calculated on a fully-diluted basis (the
Celularity Shares). The contribution will be made to a License
and Transfer Agreement to be entered into by and among Sorrento,
TNK and Celularity (the License Agreement).
The obligations of TNK and Sorrento to consummate the
transactions contemplated by the Contribution Agreement are
subject to, among other things, Celularity raising minimum
financing through the sale of equity in one or more capital
raising transactions, the closing of Celularitys acquisition of
certain third party assets and customary other closing
conditions. The obligations of Celularity to consummate the
transactions contemplated by the Contribution Agreement are
subject to, among other things, customary closing conditions.
TNK or Celularity may terminate the Contribution Agreement (i)
upon mutual written consent, (ii) upon the failure to satisfy
certain closing conditions to the Contribution Agreement, (iii)
upon a material breach of the Contribution Agreement by the other
party that is uncured for 30 calendar days from written notice,
or (iv) upon a final, non-appealable order, decree or ruling from
a governmental entity enjoining or otherwise prohibiting the
transactions contemplated under the Contribution Agreement.
The Contribution Agreement contains customary representations,
warranties and covenants of Sorrento, TNK and Celularity. Subject
to certain customary limitations, Celularity 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 Celularitys representations and
warranties, certain specified liabilities and the failure to
perform covenants or obligations under the Contribution
Agreement, not to exceed $5 million or $10 million, as
applicable, in the aggregate. Subject to certain customary
limitations, TNK has agreed to indemnify Celularity, its
affiliates, stockholders, officers, directors, managers,
employees, agents, partners, representatives, successors and
assigns against certain losses related to, among other things,
breaches of TNKs representations and warranties, certain
specified liabilities and the failure to perform covenants or
obligations under the Contribution Agreement, not to exceed $5
million or $10 million, as applicable, in the aggregate.
to the License Agreement, (i) TNK and Sorrento will provide to
Celularity (1) their CAR constructs and related CARs for use
worldwide in combination with placenta-derived cells and/or cord
blood-derived cells for the treatment of any disease or disorder
except that anti-CD38 CAR constructs and related CARs may also be
used in adult cells for the treatment of multiple myeloma unless
TNK exercises its termination rights, and (2) their know-how to
the foregoing, (ii) TNK and Sorrento will grant to Celularity a
limited, perpetual, transferable and sublicensable license and
covenant not to sue with respect to certain of their patents and
other intellectual property rights, which license is exclusive
for a subset of such patents, and (iii) Celularity will pay to
TNK 50% of the first $200 million and 20% thereafter of any
upfront and milestone payments that Celularity receives in
connection with any sublicense of a combination of anti-CD38 CAR
constructs and either placenta-driven cells and/or cord
bloodderived cells or adult cells.
The License Agreement may be terminated (i) by either TNK or
Celularity upon a material breach of the License Agreement by the
other party that is uncured for 90 days after written notice,
(ii) by TNK, with respect to anti-CD38 CAR constructs and related
CARs for use in combination with adult cells, if Celularity fails
to execute a bona fide strategic development and
commercialization agreement with an unaffiliated party by April
15, 2018 with respect to the anti-CD38 CAR constructs and related
CARs for use in combination with adult cells, or (iii) by
Celularity, following the one-year anniversary of the License
Agreement, upon six months written notice to TNK.
The foregoing summaries of the Contribution Agreement and the
License Agreement do not purport to be complete and are qualified
in their entirety by reference to the full texts of the
Contribution Agreement and the License Agreement. A copy of the
Contribution Agreement will be filed with the Securities and
Exchange Commission (the SEC) as an exhibit to the Companys
Quarterly Report on Form 10-Q for the quarter ending June 30,
2017 (the Form 10-Q). Depending on the timing of execution of the
License Agreement, a copy of the License Agreement will be filed
with the SEC as an exhibit to the Form 10-Q or to a Current
Report Form 8-K or subsequent Quarterly Report on Form 10-Q filed
after the License Agreement is executed (the Other Report).
Certain terms of the Contribution Agreement and the License
Agreement have been omitted from this Current Report on Form 8-K
and will be omitted from the versions of the Contribution
Agreement and the License Agreement to be filed as exhibits to
the Form 10-Q or Other Report, as applicable, to a Confidential
Treatment Request that the Company plans to submit to the SEC at
the time of the filing of the Form 10-Q or Other Report, as
applicable.
The representations, warranties and covenants contained in the
Contribution Agreement and to be contained in the License
Agreement were and will be made, as applicable, only for purposes
of such agreement and as of specific dates, were and will be
solely for the benefit of the parties to the Contribution
Agreement and the License Agreement, and may be subject to
limitations agreed upon by the contracting parties. Accordingly,
each of the Contribution Agreement and the License Agreement will
be incorporated herein by reference only to provide investors
with information regarding the terms of the Contribution
Agreement and the License Agreement, and not to provide investors
with any other factual information regarding Sorrento, TNK or its
or their businesses, and should be read in conjunction with the
disclosures in Sorrentos periodic reports and other filings with
the SEC.
| Item 8.01. | Other Events. |
On June 13, 2017, Sorrento issued the press release attached
hereto as Exhibit 99.1 announcing the entry into the Contribution
Agreement.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| 99.1 | Press release, dated June 13, 2017. |
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.