UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~August~~September 2812, 2023 (~~August~~September 2111, 2023)

SORRENTO THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware

001-36150

33-0344842

(State or other jurisdiction

of incorporation)

(Commission

File Number)

(IRS Employer

Identification No.)

4955 Directors Place

San Diego, CA 92121

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (858) 203-4100

N/A

(Former Name, or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class		Trading Symbol		Name of each exchange on which registered
Common Stock, $0.0001 par value		SRNEQ		N/A

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company ¨

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

~~INTRODUCTORY~~Item ~~NOTE~~8.01. Other Events.

As previously disclosed, on February 13, 2023, Sorrento Therapeutics, Inc. (“Sorrento” or the “Company”) and its wholly owned direct subsidiary, Scintilla Pharmaceuticals, Inc. (together with the Company, the “Debtors”), commenced voluntary proceedings under Chapter 11 of the United States Bankruptcy Code (the “Bankruptcy Code”) in the United States Bankruptcy Court for the Southern District of Texas (the “Bankruptcy Court”). The Debtors’ Chapter 11 proceedings are jointly administered under the caption In re Sorrento Therapeutics, Inc., et al., Case Number 23-90085 (DRJ) (the “Chapter 11 Cases”). The Debtors continue to operate their business in the ordinary course and in accordance with the applicable provisions of the Bankruptcy Code and orders of the Bankruptcy Court.Background

As previously disclosed, ~~and~~on asFebruary ~~stated~~13, in2023, ~~the~~Sorrento ~~final~~Therapeutics, ~~order~~Inc. (~~the~~ “~~Bidding Procedures Order~~Sorrento”) ofor the ~~Bankruptcy~~“Company”) ~~Court~~and onits wholly-owned ~~April~~direct 14subsidiary, ~~2023~~Scintilla Pharmaceuticals, ~~the Debtors~~Inc. ~~are~~(together ~~conducting~~with athe ~~dual-track~~Company, (ithe “Debtors”), commenced ~~financing~~voluntary ~~process~~proceedings ~~for~~under ~~the~~Chapter 11 ~~potential raising~~ of ~~debt,~~the ~~equity~~United orStates ~~hybrid~~Bankruptcy ~~financing~~Code or(the ~~consummation~~“Bankruptcy Code”) ofin athe ~~restructuring~~United ~~transaction~~States ~~through~~Bankruptcy aCourt ~~Chapter~~for 11the ~~plan~~Southern District of ~~reorganization~~Texas (athe “~~Plan~~Bankruptcy ~~of Reorganization~~Court”). ~~and~~The Debtors’ ~~(ii)~~Chapter ~~marketing~~11 ~~process~~proceedings ~~for~~are ~~the~~jointly ~~sale~~administered orunder ~~disposition~~the ofcaption ~~all~~In orre ~~any~~Sorrento ~~portion~~Therapeutics, ofInc., ~~the~~et ~~Debtors’~~al., ~~assets~~Case ~~under~~Number ~~section~~23-90085 (DRJ) ~~363 of~~ (the “Chapter ~~Bankruptcy Code,~~11 ~~including (x~~Cases”). ~~the~~The Debtors’ ~~equity~~continue ~~interests~~to operate their business in ~~its~~the ~~non-debtor~~ordinary ~~subsidiaries,~~course ~~including,~~and in ~~but~~accordance ~~not~~with ~~limited~~the ~~to,~~applicable ~~Scilex~~provisions ~~Holding Company~~of ~~(“Scilex”)~~the Bankruptcy Code and ~~(y)~~orders of the ~~Debtors’~~Bankruptcy ~~other assets~~Court.

~~Item~~As ~~1.01.~~previously ~~Entry~~disclosed, ~~into~~and as stated in the final order of the Bankruptcy Court on April 14, 2023, the Debtors have been conducting a ~~Material~~dual-track ~~Definitive~~(i) ~~Agreement~~financing process for the potential raising of debt, equity, or hybrid financing or consummation of a restructuring transaction through a chapter 11 plan of reorganization and (ii) marketing process for the sale or disposition of all or any portion of the Debtors’ assets under section 363 of the Bankruptcy Code, including (x) the Debtors’ equity interests in its non-debtor subsidiaries, including, but not limited to, Scilex Holding Company (“Scilex”) and (y) the Debtors’ other assets.

~~Amendment~~As previously disclosed, on July 5, 2023, the Debtors executed, and the Bankruptcy Court entered an interim order (the “Interim DIP Order”) approving, that certain Debtor-in-Possession Term Loan Facility Summary of Terms and Conditions with Scilex, pursuant to ~~Stock~~which ~~Purchase~~Scilex provided ~~Agreement~~the Debtors with a non-amortizing super-priority junior secured term loan facility (the “Junior DIP Facility”) in an aggregate principal amount not to exceed the sum of (i) $20,000,000 (the “Base Amount”), plus (ii) the amount of the commitment fee and the funding fee, each equal to 1% of the Base Amount, plus (iii) the amount of the DIP Lender Holdback (as defined in the Interim DIP Order). The Bankruptcy Court entered a final order approving the Junior DIP Facility on July 27, 2023.

As previously disclosed, on August 7, 2023, Sorrento entered into a Stock Purchase Agreement (as amended by that certain First Amendment to Stock Purchase Agreement (the “First SPA Amendment”), dated August 9, 2023, the “Stalking Horse Stock Purchase Agreement”)), with Oramed Pharmaceuticals Inc. (“Oramed”) ~~relating~~agreed, ~~to the purchase~~ and ~~sale~~after ofa ~~certain~~hearing ~~equity~~before ~~securities of Scilex (~~the ~~“Scilex~~Bankruptcy ~~Purchased~~Court ~~Securities”).~~on ~~Pursuant~~August to7, ~~the Stalking Horse Stock Purchase Agreement~~2023, ~~Oramed~~the ~~agreed~~Bankruptcy toCourt ~~buy~~approved, ~~and~~pursuant ~~Sorrento agreed~~ to ~~sell~~definitive ~~(subject~~financing todocumentation ~~further~~entered ~~Bankruptcy~~into ~~Court~~on ~~approval~~August in9, ~~the~~2023, ~~form~~to ofprovide a ~~sale order (the “Sale~~non-amortizing ~~Order”))~~super-priority ~~the~~senior ~~Scilex~~secured ~~Purchased~~debtor-in-possession ~~Securities~~term ~~for~~loan afacility ~~purchase price~~ (~~subject to~~ the ~~submission~~“Senior ofDIP ~~higher~~Facility”) orin ~~otherwise~~an ~~better offers~~aggregate inprincipal ~~accordance~~amount ~~with~~of ~~the~~$100,000,000, ~~approved~~which ~~procedures~~amount ~~for~~was ~~the~~subsequently ~~auction)~~drawn ofin ~~$105~~full ~~million~~by (the ~~“Purchase Price”)~~Debtors.

OnAs previously disclosed, pursuant to a Stock Purchase Agreement, dated August 217, 2023, ~~Sorrento and~~(as ~~Oramed~~amended ~~entered~~by ~~into~~ that certain ~~Second~~First Amendment to Stock Purchase Agreement, ~~(the~~dated ~~“Second~~August ~~SPA~~9, ~~Amendment”)~~2023, ~~pursuant~~ toand ~~which~~that ~~the~~certain ~~parties~~Second ~~agreed:~~Amendment ~~(i)~~ to ~~further~~Stock ~~extend~~Purchase ~~the~~Agreement, ~~deadline~~dated ~~for entry of the Sale Order from~~ August 21, 2023 ~~to August 25~~, ~~2023; (ii) to reduce~~ the ~~number~~“Oramed ~~of Scilex warrants included in the Scilex Purchased Securities as follows: (a~~SPA”), ~~reducing~~Oramed ~~the~~agreed ~~number~~to ~~of public warrants exercisable for shares of Scilex common stock from warrants in respect of 1~~buy,~~386,617~~ ~~shares~~and ofSorrento ~~Scilex~~agreed ~~common stock~~ to ~~warrants in~~sell ~~respect~~for ofa ~~693,309~~purchase ~~shares~~price of ~~Scilex~~$105 ~~common~~million ~~stock and~~ (b)which purchase ~~reducing~~price ~~the~~consisted ~~number~~ of ~~private~~a ~~warrants~~credit ~~exercisable~~bid ~~for~~on ~~shares~~a ofdollar-for-dollar ~~Scilex~~basis ~~common stock from warrants~~ in respect of ~~3,104,000~~the ~~shares~~full ofamount ~~Scilex common stock to warrants in respect~~ of ~~1,552,000~~outstanding ~~shares~~obligations ofunder ~~Scilex common~~the ~~stock;~~Senior ~~(iii)~~DIP toFacility ~~include~~as ~~an obligation on the part~~ of ~~Sorrento to serve notice of~~ the ~~proposed~~closing ~~Sale~~date ~~Order containing the terms~~ of the ~~Junior DIP~~sale, ~~Compromise~~with ~~(as defined below) on~~ the ~~shareholders~~remaining ofbalance ~~Scilex; and (iv)~~ to ~~include~~be aspaid ain ~~condition~~cash to ~~closing~~Sorrento), ~~that~~following the ~~Sale Order include~~conclusion of the ~~following~~auction ~~terms~~that ~~(collectively~~commenced ~~such~~on ~~terms~~August ~~are~~14, ~~referred~~2023 ~~to as~~ (the “~~Junior DIP Compromise~~Auction”), ~~relating to~~ the ~~junior~~ ~~debtor-in-possession loan between Scilex and the Debtors (the “Junior DIP Facility”)~~following: (A) ~~that~~59,726,737 ~~any~~shares ~~recovery to Scilex on account~~ of the ~~Junior DIP Facility shall be identical to the treatment of Sorrento’s general unsecured creditors under~~ ~~any~~common ~~Chapter~~stock ~~11 plan or otherwise in the Chapter 11 Cases; provided that the Junior DIP Facility shall not be payable with equity securities~~ of ~~any~~Scilex ~~reorganized debtor without~~ (the ~~prior~~“Scilex ~~written~~Common ~~consent of Scilex~~Shares”); (B) ~~findings~~29,057,096 ofshares ~~fact and conclusions~~ of ~~law~~Series ~~that~~A ~~the Junior~~preferred ~~DIP~~stock ~~Compromise~~of ~~is entirely fair to~~ Scilex ~~and its shareholders under~~ (the ~~laws~~“Scilex ofPreferred ~~the State of Delaware~~Shares”); and (C) ~~exculpation~~warrants ofexercisable ~~Oramed and~~for ~~Scilex~~2,245,309 ~~its~~Scilex ~~affiliates~~Common ~~and~~Shares. ~~any~~The ~~directors~~Oramed ~~appointed~~SPA tois ~~the~~conditioned ~~board~~on ofcertain ~~directors~~customary ofclosing ~~Scilex~~conditions, inincluding ~~connection~~without ~~with~~limitation ~~the~~that ~~consummation of the~~no ~~transactions~~“Trigger ~~contemplated~~Event” ~~by the Stalking Horse Stock Purchase Agreement~~ (as ~~amended)~~defined ~~and~~in the ~~Junior~~Restated ~~DIP~~Certificate ~~Compromise~~of toIncorporation ~~the~~of ~~fullest extent permitted by law; (D~~Scilex) ~~any~~has ~~order~~occurred ~~confirming~~and athat ~~Chapter~~such 11securities purchased ~~plan for Sorrento~~ shall ~~include~~represent ~~provisions~~at ~~consistent~~least ~~with~~a ~~the~~majority ~~foregoing clauses (B) and (C)~~ in ~~form~~voting ~~and~~power ~~substance~~of ~~acceptable~~the tooutstanding ~~Oramed~~shares ~~and Sorrento; and (E) findings~~ of ~~fact~~capital ~~and~~stock ~~conclusions~~ of ~~law~~Scilex ~~that~~entitled ~~notice~~to ofvote ~~the~~generally ~~proposed~~in ~~Sale~~an ~~Order~~election ~~was~~of ~~sufficiently~~directors ~~served on shareholders~~ of Scilex ~~under the circumstances~~.

~~The~~As ~~foregoing~~previously ~~summaries~~disclosed, following the conclusion of the ~~Stalking~~Auction, ~~Horse~~on ~~Stock Purchase~~August ~~Agreement~~17, ~~the~~2023, ~~First~~Sorrento ~~SPA~~filed ~~Amendment~~a Notice of (I) Successful Bidder and ~~the~~Successful ~~Second~~Bid, ~~SPA~~(II) ~~Amendment~~Reset of ~~are~~Sale ~~qualified~~Hearing, inand ~~their~~(III) ~~entirety~~Sale byObjection ~~reference~~Deadline toannouncing Oramed as the ~~full~~successful ~~text of~~bidder in the ~~Stalking~~Auction. ~~Horse~~On ~~Stock~~August ~~Purchase Agreement~~25, 2023, the ~~First~~Bankruptcy ~~SPA~~Court ~~Amendment~~held ~~and~~a hearing to consider approval of the ~~Second~~transactions ~~SPA~~contemplated ~~Amendment~~by the Oramed SPA. AThe ~~copy~~Bankruptcy ofCourt approved such transactions on the ~~Stalking~~record ~~Horse~~at ~~Stock Purchase~~the ~~Agreement~~hearing and in an order entered on August 30, 2023 (the ~~First~~“Oramed ~~SPA~~Sale ~~Amendment~~Order”). Thereafter, Sorrento and ~~the~~Oramed ~~Second~~continued ~~SPA~~discussions ~~Amendment~~and ~~are~~negotiations ~~attached~~relating to ~~this~~the ~~Current~~sale ~~Report~~contemplated onunder ~~Form~~the ~~8-K~~Oramed asSPA; ~~Exhibit 2.1~~however, ~~Exhibit~~such ~~2.2~~sale ~~and~~has ~~Exhibit~~not ~~2.3,~~yet ~~respectively,~~closed ~~and~~as ~~incorporated~~of bythe ~~reference~~date ~~herein~~of this Current Report on Form 8-K.

~~Additional information about the Chapter 11 Cases is available online at https://cases.stretto.com/sorrento, a website administered by Stretto, a third-party bankruptcy claims and noticing agent.~~ The ~~information~~Scilex onTerm ~~that website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.~~Sheets

~~Item~~On 8September 11, 2023, Scilex, Oramed and Sorrento executed non-binding term sheets relating to, among other things, the Securities Transfer (as defined below) (the “Securities Transfer Term Sheet”) (which the official committee of unsecured creditors and the official committee of equity security holders in the Chapter 11 Cases have each signed as “Consenting Parties” thereto) and the Note (as defined below) (the “Note Term Sheet” and together with the Securities Transfer Term Sheet, the “Scilex Term Sheets”).01 The Scilex Term Sheets are subject to entry into definitive documentation relating thereto. ~~Other~~The ~~Events~~transactions contemplated by the Scilex Term Sheets are expected to close on or about September 19, 2023.

OnPursuant ~~August~~to ~~17,~~the ~~2023~~Securities Transfer Term Sheet, ~~Sorrento~~the parties to the Securities Transfer Term Sheet agreed that Scilex would be declared the new successful bidder ~~filed~~and awould ~~Notice~~acquire all of the Scilex Common Shares owned by Sorrento (I)other ~~Successful~~than ~~Bidder~~Scilex ~~and~~Common ~~Successful~~Shares ~~Bid~~held in abeyance by Sorrento on behalf of certain warrantholders of Sorrento) (the “Common Transfer Shares”), (IIii) ~~Reset~~all of ~~Sale~~the ~~Hearing,~~Scilex Preferred Shares owned by Sorrento (the “Preferred Transfer Shares”) and (~~III~~iii) ~~Sale~~all ~~Objection~~of ~~Deadline~~the ~~announcing~~warrants ~~Oramed~~for the purchase of asshares of Scilex common stock owned by Sorrento (the ~~successful~~“Transfer ~~bidder~~Warrants”, inand together with the ~~auction~~Common ~~for~~Transfer Shares and the ~~Scilex~~Preferred ~~Purchased~~Transfer Shares, the “Transfer Securities.”) ~~The~~(collectively, ~~winning~~the ~~bid~~“Securities Transfer”) ~~was~~for ~~Oramed’s~~aggregate ~~initial~~consideration ~~bid~~consisting of: (i) $110 million, ~~except~~to be paid as follows: (x) an advance payment of ~~modified~~$5 onmillion in cash to be paid within two business days after entry of the ~~record~~final atorder approving the ~~auction~~Scilex ~~and~~Term ~~subsequently~~Sheets ~~memorialized~~(which byorder ~~the~~was entered ~~Second~~on ~~SPA~~September ~~Amendment.~~12, ~~The~~2023), ~~full~~(y) ~~terms~~$100 million on the closing of the ~~transactions~~Securities ~~contemplated~~Transfer (either payable in cash through Option 1 or bypursuant to the ~~Stalking~~Senior ~~Horse~~DIP ~~Stock~~Assumption ~~Purchase~~through ~~Agreement~~Option 2 (each as ~~amended~~defined below)), ~~are~~and ~~set~~(z) ~~forth~~$5 million in cash to be paid upon the ~~Stalking~~closing of ~~Horse~~the ~~Stock~~Securities ~~Purchase~~Transfer; ~~Agreement,~~plus as(ii) ~~amended~~the assumption by Scilex of certain obligations of Sorrento to Paul Hastings LLP for legal fees and expenses in the ~~First~~amount ~~SPA~~of ~~Amendment~~approximately $12.25 million; plus (iii) a credit bid of all amounts owed to Scilex under the Junior DIP Facility. Such Securities Transfer will be consummated through one of two options: (A) Hudson Bay Capital Management LP (“Hudson Bay”) funds $115 million to Scilex in connection with certain definitive documentation between Scilex and Hudson Bay relating thereto (“Option 1”); or (B) if Hudson Bay fails to timely provide such funding pursuant to its commitment, Scilex will assume (the ~~Second~~“Senior ~~SPA~~DIP ~~Amendment~~Assumption”) the Debtors’ obligations under the Senior DIP Facility (“Option 2”).

OnAdditionally, ~~August~~each ~~25,~~of ~~2023,~~Oramed and ~~the~~Sorrento ~~Bankruptcy~~irrevocably ~~Court~~waived ~~held~~any failure to satisfy a ~~hearing~~closing tocondition ~~consider~~and ~~approval~~any termination event or right of termination set forth in the ~~transactions~~Oramed ~~contemplated~~SPA byto the ~~Stalking~~extent ~~Horse~~such ~~Stock~~failure directly results solely from certain permitted debt financings or the use of the Standby Equity Purchase Agreement ( entered into between the Scilex and YA II PN, Ltd., dated November 17, 2022, as amended). ~~The~~by ~~Bankruptcy~~an ~~Court~~amended ~~approved~~and ~~such~~restated ~~transactions~~standby equity onpurchase agreement dated February 8, 2023 and/or the ~~record~~Standby atEquity Purchase Agreement, dated January 8, 2023, between Scilex and B. Riley Principal Capital II (collectively, the ~~hearing~~“ELOC Waiver”).

~~Cautionary~~The ~~Statement~~definitive ~~Concerning~~documents ~~Forward-Looking~~relating ~~Statements~~to the Securities Transfer are also expected to contain the following releases: (i) upon the closing of any Securities Transfer (under either Option 1 or Option 2), a mutual release between Oramed (on the one hand) and the Debtors and Scilex (on the other hand) in connection with all matters related to the Oramed SPA and the Chapter 11 Cases; (ii) if the Securities Transfer is consummated through Option 1, a mutual release between the Debtors and Scilex (and related parties) relating to the negotiation of the Securities Transfer or as a result of the Securities Transfer; and (iii) if the Securities Transfer is consummated through Option 2, (A) a mutual release between Oramed (on the one hand) and the Debtors and Scilex (on the other hand) of all claims, other than Scilex’ obligations under the transaction documents and (B) a mutual release between the Debtors and Scilex (and their respective related parties) relating to the negotiation of the Securities Transfer or as a result of the Securities Transfer.

~~This~~In ~~Current Report on Form 8-K includes certain statements that are not historical facts but are forward-looking statements for purposes of~~ the ~~safe~~event ~~harbor provisions under~~ the ~~United~~Senior ~~States Private Securities Litigation Reform Act of 1995. Forward-looking statements generally are accompanied by words~~DIP ~~such~~Assumption ~~as “believe~~occurs,” ~~“may,”~~the ~~“will,”~~Note ~~“estimate,”~~Term ~~“continue,”~~Sheet ~~“anticipate,” “intend,”~~provides ~~“expect~~that,” ~~“should,”~~among ~~“would,”~~other ~~“plan~~things,” ~~“predict,”~~in ~~“potential,” “seem,”~~exchange ~~“seek,”~~for ~~“future,”~~the ~~“outlook”~~Senior ~~and~~DIP ~~similar~~Assumption, ~~expressions~~Scilex ~~that~~will ~~predict or indicate future~~issue ~~events~~a orsenior ~~trends~~secured ornote ~~that~~to ~~are~~Oramed ~~not~~in ~~statements~~an ofamount ~~historical~~equal ~~matters. These forward-looking statements include, but are not limited~~ to, ~~statements regarding~~ the ~~sale~~unpaid ofprincipal ~~the~~and ~~Scilex~~accrued ~~Purchased Securities~~ and ~~the~~unpaid ~~consummation~~interest ofunder the ~~transactions~~Senior ~~contemplated~~DIP ~~by the Stalking Horse Stock~~Facility, ~~Purchase~~secured ~~Agreement~~by ~~(as~~a ~~amended).~~senior ~~The~~lien ~~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~~substantially ~~assumptions~~all ~~and on the current expectations~~ of ~~the Company~~Scilex’s ~~management~~assets, ~~and~~subject ~~are not predictions of actual performance. These forward-looking statements are provided for illustrative purposes only and are not intended~~ to ~~serve~~certain ~~as,~~exclusions ~~and must not be relied on by any investor~~ as, aset ~~guarantee,~~forth anin ~~assurance,~~the aNote ~~prediction~~Term Sheet or(the ~~a definitive statement of fact or probability~~“Note”).

~~Actual~~After ~~events~~a ~~and~~hearing ~~circumstances are~~before ~~difficult or impossible to predict and will differ from assumptions. Many actual events and circumstances are beyond~~ the ~~control of~~ ~~the~~Bankruptcy ~~Company.~~Court ~~These~~on ~~forward-looking~~September ~~statements~~12, ~~are subject to a number of risks and uncertainties~~2023, ~~including risks associated with~~ the ~~application~~ ofBankruptcy ~~the~~Court ~~proceeds~~entered ~~from~~a ~~the~~final ~~transactions~~order ~~contemplated by~~ (the ~~Stalking~~“Final ~~Horse Stock Purchase Agreement (as amended~~Order”) ~~(if any) and~~approving the ~~ability~~Scilex ofTerm ~~the~~Sheets. ~~Company~~In toconnection ~~use~~therewith, ~~such proceeds efficiently in support of its business;~~ the ~~Company’s~~Bankruptcy ~~ability~~Court toalso ~~obtain~~ordered ~~exit financing and to pursue a Plan of Reorganization and exit the Chapter 11 Cases; the ability to close the transactions contemplated by the Stalking Horse Stock Purchase Agreement~~ (~~as amended~~i), ~~or any Alternative Transaction (as defined in~~ the ~~Stalking~~Oramed ~~Horse~~SPA ~~Stock Purchase Agreement), in a timely manner or at all; the failure~~ to ~~satisfy~~be ~~conditions~~conditionally ~~to completion of the transactions contemplated by the Stalking Horse Stock~~terminated ~~Purchase Agreement (as amended), including receipt of required regulatory~~ and ~~other approvals, or~~ the failure to close such transactions for any other reason; the occurrence of any event, change or other circumstances that could give rise to the termination of the Stalking Horse Stock Purchase Agreement (as amended) by either Sorrento or Oramed; ~~the entry by the court into any~~ Sale Order ~~relating~~conditionally tovacated, ~~the~~effective ~~transactions contemplated~~upon byclosing the ~~Stalking~~Securities ~~Horse~~Transfer ~~Stock~~to ~~Purchase Agreement (as amended) or any Alternative Transaction; and those factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31~~Scilex, ~~2022~~ and ~~subsequent Quarterly Reports on Form 10-Q filed with the U.S. Securities and Exchange Commission~~ (~~the “SEC”~~ii), ~~in each case, under~~ the ~~heading “Risk Factors,”~~restrictions ~~and~~on ~~other~~certain ~~documents~~transfers of ~~the~~Scilex ~~Company~~common ~~filed,~~stock orset toforth bein ~~filed, with~~ the ~~SEC.~~Court’s IfOrder ~~the~~Extending ~~risks materialize or assumptions prove incorrect, actual results could differ materially from~~ the ~~results~~Application ~~implied~~of ~~by these forward-looking statements. There may be additional risks that~~ the ~~Company presently~~Automatic ~~does~~Stay ~~not know or that the Company currently believes are immaterial that could also cause actual results~~ to ~~differ from those~~ ~~contained~~Continue in the ~~forward-looking~~Restricted ~~statements.~~Trading InPeriod ~~addition,~~for ~~forward-looking~~Shares ~~statements reflect the Company’s expectations, plans or forecasts~~ of ~~future~~Scilex ~~events~~Stock ~~and~~Distributed ~~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~~Debtors’ ~~may~~Shareholders ~~elect~~ to ~~update~~be ~~these~~extended ~~forward-looking statements at some point in~~from ~~the~~September ~~future~~1, ~~the~~2023 ~~Company specifically disclaims any obligation~~ to doMarch ~~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~~31, ~~undue reliance should not be placed upon the forward-looking statements~~2024.

The foregoing summaries of the Scilex Term Sheets are qualified in their entirety by reference to the full text of such term sheets. A copy of the Securities Transfer Term Sheet and the Note Term Sheet are attached to this Current Report on Form 8-K as Exhibit 99.1 and Exhibit 99.2, respectively, and incorporated by reference herein.

Additional information about the Chapter 11 Cases, including access to copies of the Final Order, the Scilex Term Sheets, and other documents filed with the Bankruptcy Court, is available online at https://cases.stretto.com/sorrento, a website administered by Stretto, a third-party bankruptcy claims and noticing agent. The information on that website is not incorporated by reference into, and does not constitute part of, this Current Report on Form 8-K.

Cautionary Statement Concerning 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 consummation of the Securities Transfer and the other transactions contemplated by the Scilex Term Sheets. 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 entry into definitive documentation relating to the Scilex Term Sheets; the application of the proceeds from the transactions contemplated by the Scilex Term Sheets and the ability of the Company to use such proceeds efficiently in support of its business; the Company’s ability to obtain exit financing and to pursue a plan of reorganization and exit the Chapter 11 Cases; the ability to close the transactions contemplated by the Scilex Term Sheets in a timely manner or at all; the failure to satisfy conditions to completion of the transactions contemplated by the Scilex Term Sheets, or the failure to close such transactions for any other reason; the occurrence of any event, change or other circumstances that could give rise to the termination of the Scilex Term Sheets or the definitive documentation relating thereto; and those factors discussed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2022 and subsequent Quarterly Reports on Form 10-Q filed with the SEC 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.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

2.1*	Stock Purchase Agreement, dated August 7, 2023 between Sorrento Therapeutics, Inc. and Oramed Pharmaceuticals Inc. (incorporated by reference from Exhibit 2.1 from our current report on Form 8-K filed August 10, 2023).
99.1	Term Sheet, Dated September 11, 2023 among Scilex Holding Company, Sorrento Therapeutics, Inc. and Oramed Pharmaceuticals Inc. relating to the Securities Transfer (as defined above)
2.2	First Amendment to Stock Purchase Agreement, dated August 9, 2023, between Sorrento Therapeutics, Inc. amd Oramed Pharmaceuticals Inc. (incorporated by reference from Exhibit 2.2 from our current report on Form 8-K filed August 10, 2023).
99.2	Term Sheet, Dated September 11, 2023 among Scilex Holding Company, Sorrento Therapeutics, Inc. and Oramed Pharmaceuticals Inc. relating to the Note (as defined above)
2.3	Second Amendment to Stock Purchase Agreement, dated August 21, 2023, between Sorrento Therapeutics, Inc. amd Oramed Pharmaceuticals Inc.
104	Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).

* Certain schedules, exhibits and similar attachments to this agreement have been omitted in accordance with Item 601(a)(5) of Regulation S-K. A copy of any omitted exhibit or other attachment will be furnished supplementally to the SEC upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SORRENTO THERAPEUTICS, INC.
Date: August 28, 2023	By:	/s/ Mohsin Y. Meghji
Date: September 12, 2023	By:	/s/ Mohsin Y. Meghji
		Name:	Mohsin Y. Meghji
		Title:	Chief Restructuring Officer

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