Item 3.01. Notice
of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
As
previously disclosed, on February 13, 2023, Sorrento Therapeutics, Inc. (the “Company”) and its wholly-owned direct subsidiary,
Scintilla Pharmaceuticals, Inc., commenced voluntary proceedings under Chapter 11 of the United
States Bankruptcy Code in the United States Bankruptcy Court for the Southern District of Texas (the “Chapter 11 Filings”).
The Chapter 11 proceedings are being jointly administered under the caption In re Sorrento Therapeutics, Inc., et al. (Case
No. 23-90085) (the “Chapter 11 Cases”).
On
February 13, 2023, the Company received written notice (the “Delisting Notice”) from the staff of The Nasdaq Stock Market
LLC (“Nasdaq”) notifying the Company that, as a result of the Chapter 11 Filings and in accordance with Nasdaq Listing Rules
5101, 5110(b) and IM-5101-1, the staff of Nasdaq had determined that the Company’s common stock will be delisted from
Nasdaq. In the Delisting Notice, the staff of Nasdaq referenced the Chapter 11 Filings and associated public concerns raised by them,
concerns regarding the residual equity interest of the existing listed securities holders and concerns about the Company’s ability
to sustain compliance with all requirements for continued listing on Nasdaq. The Delisting Notice also indicates that the Company may
appeal Nasdaq’s determination pursuant to procedures set forth in Nasdaq Listing Rule 5800 Series. The Company does not intend to
appeal this determination.
Trading
of the Company’s common stock will be suspended at the opening of business on February 23, 2023 and a Form 25-NSE will
be filed with the Securities and Exchange Commission, which will remove the Company’s common stock from listing and registration
on Nasdaq. As a result, the Company’s common stock is expected to begin trading on the Pink Open Market (the “Pink Market”)
on February 23, 2023.
Cautionary Information
Regarding Trading in the Company’s Common Stock
No
assurance, however, can be made that trading in the Company’s common stock on the Pink Market will commence or be maintained. The
Company cautions that trading in the Company’s securities during the pendency of Chapter 11 Cases is highly speculative and poses
substantial risks. Trading prices for the Company’s securities may bear little or no relationship to the actual recovery, if any,
by holders of the Company’s securities in the Chapter 11 Cases. Accordingly, the Company urges extreme caution with respect to existing
and future investments in its securities.
Cautionary Note Regarding Forward-Looking
Statements
This Current Report on Form 8-K includes certain statements that are
not historical facts but are forward-looking statements for purposes of the safe harbor provisions under the United States Private Securities
Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words such as “believe,” “may,”
“will,” “estimate,” “continue,” “anticipate,” “intend,” “expect,”
“should,” “would,” “plan,” “predict,” “potential,” “seem,” “seek,”
“future,” “outlook,” and similar expressions that predict or indicate future events or trends or that are not
statements of historical matters. These forward-looking statements include, but are not limited to, statements regarding the future trading
market for the Company’s common stock, the Chapter 11 process and the Chapter 11 Cases. The Company’s actual results or outcomes
and the timing of certain events may differ significantly from those discussed in any forward-looking statements. These statements are
based on various assumptions and on the current expectations of the Company’s management and are not predictions of actual performance.
These forward-looking statements are provided for illustrative purposes only and are not intended to serve as, and must not be relied
on by any investor as, a guarantee, an assurance, a prediction or a definitive statement of fact or probability.
Actual
events and circumstances are difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances
are beyond the control of the Company. These forward-looking statements are subject to a number of risks and uncertainties, including
risks associated with the unpredictability of trading markets and whether a market will be established for the Company’s common
stock; the potential adverse impact of the Chapter 11 Cases on the Company’s liquidity
and results of operations; changes in the Company’s ability to meet its financial obligations during the Chapter 11 process and
to maintain contracts that are critical to its operations; the outcome and timing of the Chapter 11 process; the effect of the Chapter
11 Cases on the Company’s relationships with vendors, regulatory authorities, employees and
other third parties; possible proceedings that may be brought by third parties in connection with the Chapter 11 process; the timing or
amount of any recovery, if any, to the Company’s stakeholders; the expected delisting of the Company’s common stock from Nasdaq
and the expected trading of the Company’s common stock on the Pink Market; and those factors discussed in the Company’s Annual
Report on Form 10-K for the year ended December 31, 2021 and subsequent Quarterly Reports on Form 10-Q filed with the Securities and Exchange
Commission, in each case under the heading “Risk Factors,” and other documents of the Company filed, or to be filed, with
the SEC. If the risks materialize or assumptions prove incorrect, actual results could differ materially from the results implied by these
forward-looking statements. There may be additional risks that the Company presently does not know or that the Company currently believes
are immaterial that could also cause actual results to differ from those contained in the forward-looking statements. In addition, forward-looking
statements reflect the Company’s expectations, plans or forecasts of future events and views as of the date of this document. The
Company anticipates that subsequent events and developments will cause its assessments to change. However, while the Company may elect
to update these forward-looking statements at some point in the future, the Company specifically disclaims any obligation to do so. These
forward-looking statements should not be relied upon as representing the Company’s assessments as of any date subsequent to the
date of this document. Accordingly, undue reliance should not be placed upon the forward-looking statements.
