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MarketScreener Homepage  >  Equities  >  Nasdaq  >  Sorrento Therapeutics Inc    SRNE

SORRENTO THERAPEUTICS INC

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

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08/14/2019 | 05:42pm EDT

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 ¨

Check the appropriate box:

  • 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)

Payment of Filing Fee (Check the appropriate box):

  • No fee required.
  • Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11.
    1. Title of each class of securities to which transaction applies:
    2. Aggregate number of securities to which transaction applies:
    3. Per unit price or other underlying value of transaction computed pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the filing fee is calculated and state how it was determined):
    4. Proposed maximum aggregate value of transaction:
    5. Total fee paid:
  • Fee paid previously with preliminary materials.
  • Check box if any part of the fee is offset as provided by Exchange Act Rule 0-11(a)(2) and identify the filing for which the offsetting fee was paid previously. Identify the previous filing by registration statement number, of the Form or Schedule and the date of its filings:
    1. Amount Previously Paid:
    2. Form, Schedule or Registration Statement No.:
    3. Filing Party:
  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: (888) 750-5834

Stockholders in other locations please call: + (412) 232-3651 Banks and Brokers may call collect: (212) 750-5833

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.

1

This is an excerpt of the original content. To continue reading it, access the original document here.

Disclaimer

Sorrento Therapeutics Inc. published this content on 14 August 2019 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 14 August 2019 21:41:06 UTC

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Sales 2019 28,5 M
EBIT 2019 -261 M
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P/E ratio 2019 -1,08x
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Henry H. Ji Chairman, President & Chief Executive Officer
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