SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
NOTIFICATION OF LATE FILING
SEC File Number: 001-36150
CUSIP Number: 83587F202
|(Check One):||x Form 10-K||¨ Form 20-F||¨ Form 11-K||¨ Form 10-Q||¨ Form 10-D|
|¨ Form N-SAR||¨ Form N-CSR|
For Period Ended: December 31, 2018
¨ Transition Report on Form 10-K
¨ Transition Report on Form 20-F
¨ Transition Report on Form 11-K
¨ Transition Report on Form 10-Q
¨ Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify the Item(s) to which the notification relates:
Sorrento Therapeutics, Inc.
QuikByte Software, Inc.
4955 Directors Place
San Diego, California 92121
RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the following should be completed. (Check box if appropriate.)
|(a)||The reason described in reasonable detail in Part III of this form could not be eliminated without unreasonable effort or expense;|
|(b)||The subject annual report, semi-annual report, transition report on Form 10-K, Form 20-F, Form 11-K, Form N-SAR or Form N-CSR, or portion thereof, will be filed on or before the fifteenth calendar day following the prescribed due date; or the subject quarterly report or transition report on Form 10-Q or subject distribution report on Form 10-D, or portion thereof, will be filed on or before the fifth calendar day following the prescribed due date; and|
|(c)||The accountant’s statement or other exhibit required by Rule 12b-25(c) has been attached if applicable.|
State below in reasonable detail why Forms 10-K, 20-F, 11-K, 10-Q, 10-D, N-SAR, N-CSR, or the transition report or portion thereof, could not be filed within the prescribed time period.
Sorrento Therapeutics, Inc. (the “Company”) is filing this Notification of Late Filing on Form 12b-25 with respect to its Annual Report on Form 10-K for the fiscal year ended December 31, 2018 (the “Form 10-K”) because it needs additional time to complete its final review of its financial statements and other disclosures in the Form 10-K. As a result of the Company’s entry into financing arrangements during fiscal year 2018, including the entry into the term loan agreement with certain funds and accounts managed by Oaktree Capital Management, L.P. in November 2018 and the issuance by Scilex Pharmaceuticals Inc., as subsidiary of the Company, of senior secured notes due 2026 in September 2018, and other one-time items occurring in the fourth quarter of fiscal year 2018, the Company has determined that it is unable to file the Form 10-K within the prescribed time period and will require additional time for compilation and review to ensure adequate disclosure of certain information required to be included in the Form 10-K. The Form 10-K will be filed as soon as possible following the prescribed due date.
|(1)||Name and telephone number of person to contact in regard to this notification|
|(Name)||(Area Code)||(Telephone Number)|
Have all other periodic reports required under Section 13 or 15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment Company Act of 1940 during the preceding 12 months or for such shorter period that the registrant was required to file such report(s) been filed? If the answer is no, identify report(s).
x Yes ¨ No
Is it anticipated that any significant change in results of operations from the corresponding period for the last fiscal year will be reflected by the earnings statements to be included in the subject report or portion thereof?
¨Yes x No
Sorrento Therapeutics, Inc.
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the
undersigned hereunto duly authorized.
|Date:||March 1, 2019||By:||/s/ Henry Ji, Ph.D.|
|Henry Ji, Ph.D.|
|President and Chief Executive Officer|