Sorrento Therapeutics : Official notification to shareholders of matters to be brought to a vote ("Proxy")

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE 14A INFORMATION

(Rule 14a-101)

PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE

SECURITIES EXCHANGE ACT OF 1934

Filed by the Registrant x Filed by a Party other than the Registrant ¨

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• Preliminary Proxy Statement
• Confidential, for Use of the Commission Only (as permitted by Rule 14a-6(e)(2))x Definitive Proxy Statement
• Definitive Additional Materials
• Soliciting Material under § 240.14a-12

Sorrento Therapeutics, Inc.

(Name of Registrant as Specified in Its Charter)

(Name of Person(s) Filing Proxy Statement, if other Than the Registrant)

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1. Date Filed:

4955 Directors Place

San Diego, California 92121

NOTICE OF 2019 ANNUAL MEETING OF

STOCKHOLDERS AND PROXY STATEMENT

Dear Stockholder:

On behalf of our Board of Directors, I cordially invite you to attend the annual meeting of stockholders (the "Annual Meeting") of Sorrento Therapeutics, Inc. (the "Company") to be held at the offices of Paul Hastings LLP, 4747 Executive Drive, San Diego, California 92121 on September 20, 2019 at 12:00 p.m. Pacific Time, for the following purposes:

1. To elect six (6) directors for a one-year term to expire at the 2020 annual meeting of stockholders;
2. To ratify the appointment of Deloitte & Touche LLP as our independent registered public accounting firm for the fiscal year ending December 31, 2019;
3. To approve the Sorrento Therapeutics, Inc. 2019 Stock Incentive Plan;
4. To approve the compensation of Dr. Henry Ji as Executive Chairperson of Scilex Holding Company; and
5. To transact such other matters as may properly come before the Annual Meeting and any adjournment or postponement thereof.

Our board of directors has fixed August 13, 2019 as the record date for the determination of stockholders entitled to notice of, and to vote at, the Annual Meeting and at any adjournment or postponement of the Annual Meeting. We intend to mail this proxy statement and the accompanying proxy card on or about August 19, 2019 to all stockholders of record entitled to vote at the Annual Meeting.

If You Plan to Attend

Please note that space limitations make it necessary to limit attendance of the Annual Meeting to our stockholders. Registration and seating will begin at 11:30 a.m. Pacific Time. Shares of common stock can be voted at the Annual Meeting only if the holder thereof is present in person or by valid proxy.

For admission to the Annual Meeting, each stockholder may be asked to present valid picture identification, such as a driver's license or passport, and proof of stock ownership as of the record date, such as the enclosed proxy card or a brokerage statement reflecting stock ownership. Cameras, recording devices and other electronic devices will not be permitted at the Annual Meeting. If you do not plan on attending the Annual Meeting, please vote, date and sign the enclosed proxy and return it in the business envelope provided. Even if you do plan to attend the Annual

Meeting, we recommend that you vote your shares at your earliest convenience in order to ensure your representation at the Annual Meeting. Your vote is very important.

Important Notice Regarding the Availability of Proxy Materials for the Annual Meeting to Be Held on September 20, 2019 at 12:00 p.m. Pacific Time at the offices of Paul Hastings LLP, 4747 Executive Drive, San Diego, California 92121.

The proxy statement and annual report to stockholders are available at http://www.pstvote.com/sorrento2019.

By the Order of the Board of Directors

/s/ Henry Ji, Ph.D.

Henry Ji, Ph.D.

Chairman of the Board, President and Chief Executive Officer

Dated: August 14, 2019

Whether or not you expect to attend the Annual Meeting in person, we urge you to vote your shares at your earliest convenience. This will ensure the presence of a quorum at the Annual Meeting. Promptly voting your shares will save the Company the expenses and extra work of additional solicitation. An addressed envelope for which no postage is required if mailed in the United States is enclosed if you wish to vote by mail. Submitting your proxy now will not prevent you from voting your shares at the Annual Meeting if you desire to do so, as your proxy is revocable at your option. Your vote is important, so please act today!

If you have questions or need assistance voting your shares please contact:

Innisfree M&A Incorporated

501 Madison Avenue, 20th Floor

New York, NY 10022

Stockholders in the U.S. and Canada please call toll-free: [phone]

Stockholders in other locations please call: + [phone] Banks and Brokers may call collect: [phone]

TABLE OF CONTENTS

	Page
QUESTIONS AND ANSWERS ABOUT THIS PROXY MATERIAL AND VOTING	2
PROPOSAL 1: ELECTION OF DIRECTORS	8
PROPOSAL 2: RATIFICATION OF SELECTION OF INDEPENDENT REGISTERED PUBLIC
ACCOUNTING FIRM	20
PROPOSAL 3: APPROVAL OF THE SORRENTO THERAPEUTICS, INC. 2019 STOCK
INCENTIVEPLAN	22
PROPOSAL 4: APPROVAL OF COMPENSATION OF DR. HENRY JI AS EXECUTIVECHAIRPERSON
OF SCILEX HOLDING COMPANY	33
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT	37
EXECUTIVE COMPENSATION	41
DIRECTOR COMPENSATION	63
CERTAIN RELATIONSHIPS AND RELATED PARTY TRANSACTIONS	57
SECTION 16(A) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE	60
ADDITIONAL INFORMATION	60
OTHER MATTERS	61
EXHIBIT A - SORRENTO THERAPEUTICS, INC. 2019 STOCK INCENTIVE PLAN	A-1
EXHIBIT B - SCILEX HOLDING COMPANY 209 STOCK OPTION PLAN - OPTION AGREEMENT TO
HENRY JI	B-1

i

4955 Directors Place

San Diego, California 92121

PROXY STATEMENT FOR THE 2019 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON SEPTEMBER 20, 2019

The Board of Directors (the "Board") of Sorrento Therapeutics, Inc. ("Sorrento" or the "Company") is soliciting your proxy to vote at the Annual Meeting of Stockholders (the "Annual Meeting") to be held at the offices of Paul Hastings LLP, 4747 Executive Drive, San Diego, California 92121, on September 20, 2019 at 12:00 p.m. Pacific Time, including at any adjournments or postponements of the Annual Meeting. You are invited to attend the Annual Meeting to vote on the proposals described in this proxy statement. However, you do not need to attend the Annual Meeting to vote your shares. Instead, you may simply complete, sign and return the enclosed proxy card if you received paper copies of the proxy materials, or follow the instructions below to submit your proxy over the Internet.

We intend to mail this proxy statement and the accompanying proxy card on or about August 19, 2019 to all stockholders of record entitled to vote at the Annual Meeting.

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