Sorrento Therapeutics : Form of prospectus disclosing information, facts, events covered in both forms 424B2, 424B3

Filed Pursuant to Rule 424(b)(5) Registration No. 333-221443 The information in this preliminary prospectus supplement is not complete and may be changed. A registration statement relating to these securities has

been declared effective by the Securities and Exchange Commission. This preliminary prospectus supplement and the accompanying prospectus are not an offer to sell these securities, and we are not soliciting offers to buy these securities in any jurisdiction where the offer or sale is not permitted.

SUBJECT TO COMPLETION, DATED JUNE 28, 2019

PRELIMINARY PROSPECTUS SUPPLEMENT (To Prospectus dated December 6, 2017)

	Shares of Common Stock
Series A Warrants to Purchase up to	Shares of Common Stock
Series B Warrants to Purchase up to	Shares of Common Stock
Series C Warrants to Purchase up to	Shares of Common Stock

		____________________
We are offering	shares of our common stock, Series A warrants to purchase up to	shares of our common stock, Series B warrants to
purchase up to	shares of our common stock and Series C warrants to purchase up to	shares of our common stock. The shares of common stock

and warrants will be sold in combination, with one Series A warrant to purchase one share of our common stock, one series B warrant to purchase one share of our common stock and one Series C warrant to purchase one share of our common stock accompanying each share of common stock sold.

Each Series A warrant will have an exercise price of $	per share, will be exercisable six months from the date of issuance and will expire ten
years from the date of issuance. Each Series B warrant will have an exercise price of $	per share, will be exercisable upon issuance and will expire
nine months from the date of issuance. Each Series C warrant will have an exercise price of $	per share, will be exercisable only to the extent and in

proportion to a holder of the Series C warrants exercising its corresponding Series B warrants and will be exercisable six months from the date of issuance and expire ten years from the date of issuance. The combined purchase price for each share of common stock and accompanying Series A warrant, Series B warrant

and Series C warrant is $ . The shares of common stock and warrants are immediately separable and will be issued separately, but must be purchased together in this offering. The shares of our common stock issuable from time to time upon exercise of the Series A warrants, Series B warrants and Series C warrants are also being offered pursuant to this prospectus supplement and the accompanying prospectus.

Our common stock is listed on the Nasdaq Capital Market under the symbol "SRNE." On June 27, 2019, the last reported sale price of our common stock on the Nasdaq Capital Market was $3.39 per share. There is no established public trading market for the warrants, and we do not expect a market to develop. We do not intend to list the warrants on the Nasdaq Capital Market, any other national securities exchange or any other nationally recognized trading system. Without an active trading market, the liquidity of the warrants will be limited.

Investing in our securities involves a high degree of risk. See "Risk Factors" beginning on page S-7 of this prospectus supplement and under similar headings in the documents incorporated by reference into this prospectus supplement for a discussion of certain risks you should consider before investing in our securities.

				Per Share and Accompanying
				Warrants		Total
Public offering price (1)		$	$
Underwriting discounts and commissions(2)	$	$
Proceeds to us before expenses(3)		$	$
(1)	The public offering price is $	per share of common stock and a public offering price per combination of a Series A warrant, a Series B warrant
and a Series C warrant of $	.

1. We have agreed to reimburse the representative of the underwriters for certain of its expenses. See "Underwriting" for a description of the compensation to be received by the underwriters.
2. The amount of the offering proceeds to us presented in this table does not give effect to any exercise of the warrants being issued in this offering.

We have granted the underwriters a 30-day option to purchase up to additional shares of common stock and/or	additional warrant
combinations (comprised of an aggregate of	Series A warrants,	Series B warrants and	Series C warrants) from us, in each case at the
public offering price, less underwriting discounts and commissions.

Neither the Securities and Exchange Commission nor any state securities commission has approved or disapproved of these securities or determined if this prospectus supplement is truthful or complete. Any representation to the contrary is a criminal offense.

The underwriters expect to deliver the shares and warrants to the investors against payment on or about	, 2019.
____________________
JMP Securities		H.C. Wainwright & Co.
The date of this prospectus supplement is	, 2019

TABLE OF CONTENTS
PROSPECTUS SUPPLEMENT	Page
ABOUT THIS PROSPECTUS SUPPLEMENT	S-1
PROSPECTUS SUPPLEMENT SUMMARY	S-2
RISK FACTORS	S-7
CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS	S-10
MARKET AND INDUSTRY DATA	S-12
USE OF PROCEEDS	S-13
DIVIDEND POLICY	S-14
CAPITALIZATION	S-15
DILUTION	S-16
DESCRIPTION OF SECURITIES WE ARE OFFERING	S-17
UNDERWRITING	S-19
LEGAL MATTERS	S-24
EXPERTS	S-24
INFORMATION INCORPORATED BY REFERENCE; WHERE YOU CAN FIND MORE INFORMATION	S-25
PROSPECTUS	Page
ABOUT THIS PROSPECTUS	1
SUMMARY	2
RISK FACTORS	3
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS	3
USE OF PROCEEDS	4
RATIO OF EARNINGS TO FIXED CHARGES	4
DESCRIPTION OF CAPITAL STOCK	5
DESCRIPTION OF DEBT SECURITIES	8
DESCRIPTION OF WARRANTS	14
DESCRIPTION OF UNITS	17
LEGAL OWNERSHIP OF SECURITIES	18
PLAN OF DISTRIBUTION	21
LEGAL MATTERS	22
EXPERTS	22
WHERE YOU CAN FIND MORE INFORMATION	22
INCORPORATION OF DOCUMENTS BY REFERENCE	23

ABOUT THIS PROSPECTUS SUPPLEMENT

This prospectus supplement and the accompanying base prospectus are part of a "shelf" registration statement on Form S-3 that we filed with the U.S. Securities and Exchange Commission, or the SEC, using a "shelf" registration process. This prospectus supplement describes the specific terms of this offering. The accompanying base prospectus, including the documents incorporated by reference therein, provides general information about us, some of which, such as the section therein entitled "Plan of Distribution," may not apply to this offering. Generally, when we refer to this prospectus, we are referring to both this prospectus supplement and the accompanying base prospectus, combined.

We urge you to carefully read this prospectus supplement, the accompanying base prospectus, the documents incorporated by reference herein and therein and the additional information under the heading "Information Incorporated by Reference; Where You Can Find More Information" before buying any of the securities being offered under this prospectus supplement. These documents contain information you should consider when making your investment decision.

You should rely only on the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus. We have not, and the underwriters have not, authorized anyone to provide you with different information. If anyone provides you with different or inconsistent information, you should not rely on it. This prospectus supplement may add, update or change information contained in the accompanying base prospectus. To the extent any information in this prospectus supplement is inconsistent with the accompanying base prospectus, you should rely on the information in this prospectus supplement. The information in this prospectus supplement will be deemed to modify or supersede the information in the accompanying base prospectus and the documents incorporated by reference therein, except for those documents incorporated by reference therein which we file with the SEC after the date of this prospectus supplement.

You should not assume that the information contained or incorporated by reference in this prospectus supplement and the accompanying base prospectus is accurate on any date subsequent to the date set forth on the front cover of this prospectus supplement and the accompanying base prospectus or on any date subsequent to the date of the document incorporated by reference herein or therein, as applicable. Our business, financial condition, results of operations and prospects may have changed since those dates.

We are offering to sell, and seeking offers to buy, the securities described in this prospectus supplement only in jurisdictions where offers and sales are permitted. The distribution of this prospectus supplement and the offering of the securities in certain jurisdictions may be restricted by law. Persons outside the United States who come into possession of this prospectus supplement must inform themselves about, and observe any restrictions relating to, the offering of the securities and the distribution of this prospectus supplement outside the United States. This prospectus supplement does not constitute, and may not be used in connection with, an offer to sell, or a solicitation of an offer to buy, any securities offered by this prospectus supplement by any person in any jurisdiction in which it is unlawful for such person to make such an offer or solicitation.

We further note that the representations, warranties and covenants made by us in any agreement that is filed as an exhibit to any document that is incorporated by reference into this prospectus supplement or the accompanying base prospectus were made solely for the benefit of the parties to such agreement, including, in some cases, for the purpose of allocating risk among the parties to such agreements, and should not be deemed to be a representation, warranty or covenant to you. Moreover, such representations, warranties or covenants were accurate only as of the date when made. Accordingly, such representations, warranties and covenants should not be relied on as accurately representing the current state of our affairs.

In this prospectus supplement, unless otherwise indicated or required by the context, the terms "Sorrento," "we," "our," "us" and the "Company" refer to Sorrento Therapeutics, Inc. and its consolidated subsidiaries.

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PROSPECTUS SUPPLEMENT SUMMARY

This summary contains basic information about us and this offering. This summary highlights selected information contained elsewhere in, or incorporated by reference into, this prospectus supplement. This summary is not complete and may not contain all of the information that is important to you and that you should consider before deciding whether or not to invest in our common stock and warrants. For a more complete understanding of Sorrento and this offering, you should carefully read this prospectus supplement, including any information incorporated by reference into this prospectus supplement, in its entirety. Investing in our securities involves risks that are described in this prospectus supplement under the heading "Risk Factors," under the headings "Item 1A. Risk Factors" in our Annual Report on Form 10-K for the year ended December 31, 2018 and "Part II, Item 1A" in our Quarterly Report for the quarter ended March 31, 2019, and in our other filings with the SEC.

Our Company

Overview

Sorrento Therapeutics, Inc. (Nasdaq: SRNE), together with its subsidiaries, or collectively, the Company, we, us and our, is a clinical stage and commercial biopharma company focused on delivering innovative and clinically meaningful therapies to patients and their families, globally, to address unmet medical needs. We primarily focus on therapeutics areas in Immune-Oncology and Non-Opioid Pain Management. We also have programs assessing the use of our technologies and products in autoimmune, inflammatory and neurodegenerative diseases.

At our core, we are an antibody-centric company and leverage our proprietary G-MAB™ library and targeted delivery modalities to generate the next generation of cancer therapeutics. Our fully human antibodies include PD-1,PD-L1, CD38, CD123, CD47, c-MET, VEGFR2, CCR2 and CD137 among others.

Our vision is to leverage these antibodies in conjunction with proprietary targeted delivery modalities to generate the next generation of cancer therapeutics. These modalities include proprietary chimeric antigen receptor T-cell therapy, or CAR-T, dimeric antigen receptor T-cell therapy, or DAR-T, antibody drug conjugates, or ADC, as well as bispecific antibody approaches. Additionally, we acquired Sofusa®, a revolutionary drug delivery system, in July 2018, which delivers biologics directly into the lymphatic system to potentially achieve improved efficacy and fewer adverse effects than standard parenteral immunotherapy.

With each of our clinical and pre-clinical programs, we aim to tailor our therapies to treat specific stages in the evolution of cancer, from elimination, to equilibrium and escape. In addition, our objective is to focus on tumors that are resistant to current treatments and where we can design focused trials based on a genetic signature or biomarker to ensure patients have the best chance of a durable and significant response. We have several immuno-oncology programs that are in or near to entering the clinic. These include cellular therapies, an oncolytic virus and a palliative care program targeted to treat intractable cancer pain. Our cellular therapy programs focus on CAR-T for adoptive cellular immunotherapy to treat both solid and liquid tumors. We have reported early data from Phase 1 trials of our carcinoembryonic antigen, or CEA, -directedCAR-T program. We have treated five patients with stage 4, unresectable adenocarcinoma (four with pancreatic and one with colorectal cancer) and CEA-positive liver metastases with anti-CEACAR-T and are currently expanding this study. We expect to commence a pivotal Phase 3 trial in the second half of 2019. We successfully submitted an Investigational New Drug, or IND, application for anti-CD38CAR-T (autologous) for the treatment of refractory or relapsed multiple myeloma and obtained approval from the U.S. Food and Drug Administration, or the FDA, to commence a human clinical trial for this indication in early 2018. We have dosed two patients for the Phase 1 clinical trial and are continuing the enrollment of additional patients. The data read-out for this Phase 1 clinical trial is expected during the fourth quarter of 2019 or first quarter of 2020. We expect to file an IND for CD38 ADC in the second half of 2019, an IND for CD38 DAR-T (allogenic) in the second half of 2019 and an IND for CD38/CD3 bispecific antibody, or BsAb, in the first half of 2020.

Broadly speaking, we are one of the world's leading CAR-T companies today due to our investments in technology and infrastructure, which have enabled significant progress in developing our next-generationnon-viral,"off-the-shelf" allogeneic CAR-T solutions. With "off-the-shelf" solutions, CART therapy can truly become a drug product rather than a treatment procedure. One of the approaches we have taken to develop the "off-the-shelf" allogeneic CAR-T solutions is through Celularity, Inc., or Celularity, our joint venture with Celgene, United Therapeutics and others. Celularity focuses on developing cell therapies with placenta-derived and cord blood T cells, which have natural allogeneic "off-the-shelf" characteristics. We are the single largest stockholder of Celularity with a stake of approximately 25%.

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