SORRENTO THERAPEUTICS, INC. (NASDAQ:SRNE) Files An 8-K Entry into a Material Definitive Agreement
Item1.01. Entry into a Material Definitive Agreement.
On November15, 2016, Sorrento Therapeutics, Inc. (Sorrento), TNK
Therapeutics, Inc., a subsidiary of Sorrento (TNK), and Virttu
Biologics Limited (Virttu) entered into a binding term sheet (the
Binding Term Sheet) setting forth the terms and conditions by
which TNK will purchase all of the issued and outstanding equity
of Virttu (the Acquisition). Subject to certain conditions, at
the closing of the Acquisition (the Closing), Sorrento will issue
to the equityholders of Virttu an aggregate of $5.0 million of
shares of the common stock of Sorrento (the Closing Shares). The
number of Closing Shares issuable shall be determined based on
the closing price of Sorrento common stock on the date of the
Closing. Further, upon the occurrence of the closing of the next
third party equity financing of TNK in which TNK receives at
least $50.0 million in proceeds (a Financing), TNK will issue to
the equityholders of Virttu an aggregate of $20.0 million of
shares of the same class and series of capital stock of TNK as is
issued in such Financing, based upon the valuation of TNK
achieved in such Financing (the TNK Financing Shares). If a
Financing has not occurred within twelve months of the Closing
(the Financing Due Date), the equityholders of Virttu will be
issued an aggregate of $20.0 million of shares of the common
stock of Sorrento in lieu of the TNK Financing Shares (the
Sorrento Financing Shares). The number of Sorrento Financing
Shares issuable shall be determined based on the closing price of
Sorrento common stock on the Financing Due Date. In the event
that the TNK Financing Shares are issued, 20% of the TNK
Financing Shares will be placed into escrow until the Financing
Due Date to secure the indemnification obligations of Virttu and
its equityholders for breaches of their representations,
warranties or covenants under the definitive agreements governing
the Acquisition. The Closing Shares and the TNK Financing Shares
or the Sorrento Financing Shares will be issued to the Virttu
equityholders on a pro rata basis based on each such
equityholders equity interest in Virttu as of the Closing.
The final terms of the Acquisition are subject to the negotiation
and finalization of the definitive agreements relating to the
Acquisition and the material terms of the Acquisition may differ
from those set forth in the Binding Term Sheet. In addition, the
Closing will be subject to various customary and other closing
conditions.
The foregoing summary of the Binding Term Sheet does not purport
to be complete and is qualified in its entirety by reference to
the full text of the Binding Term Sheet that will be filed with
the Securities and Exchange Commission as an exhibit to Sorrentos
Annual Report on Form 10-K for the fiscal year ending December31,
2016.
Item8.01. Other Events.
On November16, 2016, Sorrento issued the press release attached
hereto as Exhibit 99.1 announcing the entry into the Binding Term
Sheet.
Item9.01. Financial Statements and Exhibits.
(d) Exhibits.
99.1 |
Press release, dated November16, 2016. |
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 -0.30 at 6.20 with 398,952 shares trading hands.
