SORRENTO THERAPEUTICS, INC. : Entering into a Material Definitive Agreement, Creating a Direct Financial Obligation or Obligation Under an Off-Balance Sheet Registrant Arrangement, Financial Statements and Exhibits (Form 8-K)

Section 1.01 Entering into a Material Definitive Agreement.

At February 16, 2022, Sorrento Therapeutics, Inc. (the “Company”) has entered into a bridge loan agreement (“Loan Agreement”) between the Company, as borrower, and
B.Riley Commercial Capital, LLCas lender (the “Lender”), under which the Company has borrowed $45.0 million of the lender (the “bridge loan”). Proceeds from the bridge loan are expected to be used for working capital and general business purposes, which may include building up inventory of marketed products, capital expenditures, research and development expenditures, regulatory affairs, clinical trial expenditures, acquisitions of new technologies and investments and business combinations, and for the repayment, refinancing, repurchase or potential repurchase of the Company’s outstanding indebtedness, including including certain senior secured notes due 2026 issued by Scilex Pharma Inc.a subsidiary of the Company.

For services rendered in connection with the issuance and arrangement of the bridge loan, the Company has agreed to pay B.Riley Securities, Inc., an affiliate of the Lender (“BRS”), an initial fee equal to 4% of the principal amount of the Bridge Loan. The bridge loan is non-interest bearing and will mature on June 16, 2022. In the event of the occurrence and for the duration of an “Event of Default” under the Loan Agreement, the Bridge Loan will bear interest at the rate of 15% per annum.

The Lender is an affiliate of BRS, which is a Sales Agent under this Amended and Restated Sales Agreement, dated December 3, 2021as amended, between the Company, Cantor Fitzgerald & Co.BRS and HC Wainwright & Co., LLC.

The Credit Agreement imposes certain customary affirmative and negative covenants on the Company, as well as covenants that (i) prevent the Company and its subsidiaries from incurring additional indebtedness or incurring liens, subject to certain specified exceptions, (ii) restrict the declaration of any dividends or other distributions, subject to certain specified exceptions, and (iii) prevent the Company from engaging in certain corporate transactions or dispositions of assets, subject to certain specified exceptions. The loan agreement also includes events of default which are usual for these types of loan agreements.

The above summary of the Loan Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Loan Agreement, a copy of which will be filed as an attachment to the Company’s Quarterly Report on Form 10-Q for the quarter ending March 31, 2022.

The representations, warranties and covenants contained in the loan agreement were made solely for the purposes of this agreement and on specific dates, were for the benefit of the parties to the loan agreement only and may be subject to limitations agreed by the parties. contracting parties. . Accordingly, the Loan Agreement is incorporated herein by reference only to provide investors with information regarding the terms of the Loan Agreement, and not to provide investors with other factual information regarding the Company or its business, and should be read in conjunction with disclosures in the Company’s periodic reports and other documents filed with the Security and Exchange Commission.

 Item 2.03. Creation of a Direct Financial Obligation or an Obligation under an

            Off-Balance Sheet Arrangement of a Registrant.

The information included in item 1.01 of this current report on Form 8-K is incorporated herein by reference.

Section 9.01. Financial statements and supporting documents.

(d) Exhibits.




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