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): ~~November~~December 1319, 2017

Sorrento Tech, Inc.

(Exact name of registrant as specified in its charter)




Delaware	001-36538	27-0881542
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)




20 Independence Boulevard Warren, NJ		07059
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code

(908) 605-4700

Not Applicable

(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))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (17 CFR §230.405) or Rule 12b-2 of the Securities Exchange Act of 1934 (17 CFR §240.12b-2).

Emerging growth company x

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. x

Item 13.01 ~~Entry~~Notice ~~into~~of Delisting or Failure to Satisfy a ~~Material~~Continued ~~Definitive~~Listing ~~Agreement~~Rule or Standard; Transfer of Listing.

~~The~~Sorrento ~~information~~Tech, Inc. ~~contained~~(the ~~below~~“Company”) ~~under~~previously ~~Item~~notified the 1NASDAQ Stock Market (“NASDAQ”) of its intent to delist its common stock (the “Stock”) from the NASDAQ Global Market.02 On isDecember ~~hereby~~19, ~~incorporated~~2017, bythe ~~reference~~Company ~~into~~filed ~~this~~with ~~Item~~the 1Securities and Exchange Commission (the “SEC”) and NASDAQ a Form 25 relating to the delisting of the Stock.01 The Company expects that the official delisting of the Stock will be effective ten days thereafter, on December 29, 2017.

~~Item~~A ~~1.02~~copy ~~Termination~~ of athe ~~Material~~press ~~Definitive~~release ~~Agreement~~issued by the Company with respect to this matter is attached hereto as Exhibit 99.1.

~~On November 13, 2017, Sorrento Tech, Inc. (the “Company”) entered into a Lease Termination Agreement (the “Termination Agreement”) with CIO Sorrento Mesa, LLC, the successor~~Forward-~~in-interest~~Looking toInformation ~~Kilroy~~Is ~~Realty,~~Subject L.P., (“Landlord”), which provides for the early termination of the existing lease for the Company’s San Diego facility located at 10398 Pacific Center Court, San Diego, California (the “Lease”). Pursuant to ~~the~~Risk terms of the Termination Agreement, the Lease will terminate at 11:59 p.m. (Pacific Time) on February 28, 2018 (the “Termination Date”). The Lease was previously scheduled to expire on March 31, 2020. In exchange for the early termination, the Company has agreed to pay to the Landlord on or before November 14, 2017, the sum of $1.6 million, which releases the Company from its obligations under the Lease as of the Termination Date. The Company will continue to pay the monthly rent and ~~other amounts due under the Lease until the Termination Date.~~Uncertainty

AsA ~~previously~~number ~~disclosed,~~of onthe ~~November~~matters 1,discussed ~~2017,~~in ~~pursuant~~this toCurrent ~~the~~Report ~~terms~~on ofForm 8-K ~~the~~that ~~Asset~~are ~~Purchase~~not ~~Agreement,~~historical ~~dated~~or ~~August~~current ~~16,~~facts ~~2017,~~deal aswith ~~amended~~potential ~~(the~~future ~~“Asset~~circumstances ~~Purchase~~and ~~Agreement”)~~developments. Forward-looking bystatements ~~and~~include, ~~between~~without limitation: statements regarding the ~~Company~~delisting and ~~Rokabio,~~proposed ~~Inc.,~~deregistration of the Company’s ~~closed~~common ~~the~~stock ~~sale~~and ofthe ~~substantially~~dissolution ~~all~~and liquidation of the ~~assets~~Company. The discussion of such matters is qualified by the ~~Company,~~inherent ~~excluding~~risks ~~its~~and ~~Accounts~~uncertainties ~~Receivables~~surrounding ~~(as~~future ~~defined~~expectations ingenerally ~~the~~and ~~Asset~~also ~~Purchase~~may ~~Agreement). Following~~materially ~~the~~differ ~~completion~~from ofactual ~~the~~future ~~Company’s~~experience ~~obligation~~involving toany ~~provide~~one ~~transition~~or ~~services~~more ~~under~~of ~~the~~such ~~Asset~~matters. ~~Purchase~~Such ~~Agreement~~risks and uncertainties include, among others: the ~~Company~~risks ~~expects~~that toare ~~wind~~described ~~down~~from ~~its~~time ~~operations~~to ~~and~~time ~~therefore~~in the Company’s ~~elected~~reports tofiled ~~terminate~~with the ~~Lease~~SEC, including its Annual Report on Form 10-K for the year ended December 31, 2016. ~~The~~This ~~Company~~current ~~does~~report ~~not~~on ~~have~~Form 8-K ~~any~~speaks ~~other~~only ~~material~~as ~~relationship~~of ~~with~~its date, and the ~~Landlord~~Company ~~under~~disclaims any duty to update the ~~Lease~~information herein.

The foregoing description of the Termination Agreement, is intended to be a summary and is qualified in its entirety by reference to such document, which is attached as Exhibit 10.1 and is incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

Exhibit		Description
10.1		Lease Termination Agreement, dated as of November 13, 2017, by and between Sorrento Tech, Inc. and CIO Sorrento Mesa, LLC.
99.1		Press release dated December 19, 2017.

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 Tech, Inc.
Dated: November 17, 2017	By:	/s/ Lars Boesgaard
Dated: December 19, 2017	By:	/s/ Lars Boesgaard
		Name: Lars Boesgaard
		Title: Vice President and Chief Financial Officer

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