SORRENTO THERAPEUTICS ANNOUNCES PRICING OF UNDERWRITTEN PUBLIC OFFERING OF COMMON STOCK AND
WARRANTS

On June 28, 2019 Sorrento Therapeutics, Inc. (Nasdaq: SRNE, "Sorrento"), a clinical stage, antibody-centric biopharmaceutical company developing new therapies to turn malignant cancers into manageable and possibly curable diseases, reported the pricing of its public offering of 8,333,334 shares of its common stock, Series A warrants to purchase up to an aggregate of 8,333,334 shares of its common stock, Series B warrants to purchase up to an aggregate of 8,333,334 shares of its common stock and Series C warrants to purchase up to an aggregate of 8,333,334 shares of its common stock, at a price to the public of $3.00 per share and accompanying Series A, Series B and Series C warrant (Press release, Sorrento Therapeutics, JUN 28, 2019, View Source [SID1234537336]). The Series A warrants will be exercisable commencing six months from the date of issuance, will expire on the 10-year anniversary of the date of issuance and will have an exercise price of $3.75 per share, subject to certain adjustments. The Series B warrants will be exercisable commencing on the date of issuance, will expire on the date that is nine months from the date of issuance and will have an exercise price of $3.00 per share, subject to certain adjustments. The Series C warrants will be exercisable six months from the date of issuance and only to the extent and in proportion to a holder of the Series C warrants exercising its corresponding Series B warrants, will expire on the 10-year anniversary of the date of issuance and will have an exercise price of $3.75 per share, subject to certain adjustments. Gross proceeds, before deducting underwriting discounts and commissions and estimated offering expenses, are expected to be approximately $25.0 million. Sorrento currently intends to use the net proceeds from the offering for the continued clinical development of its RTX, CEA CAR-T and CD38 CAR-T programs and general research and development, working capital and general corporate purposes. In addition, Sorrento has granted the underwriters a 30-day option to purchase up to 1,250,000 additional shares of its common stock and/or 1,250,000 warrant combinations, which consists of 1,250,000 Series A warrants, 1,250,000 Series B warrants and 1,250,000 Series C warrants. The offering is expected to close on or about July 2 2019, subject to satisfaction of customary closing conditions.

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JMP Securities and H.C. Wainwright & Co. are acting as joint book-running managers for the offering.

The public offering is being made pursuant to a shelf registration statement on Form S-3 (File No. 333-221443) previously filed with the Securities and Exchange Commission (the "SEC") on November 9, 2017, amended on December 1, 2017 and declared effective by the SEC on December 6, 2017. The securities may be offered only by means of a prospectus. A preliminary prospectus supplement and the accompanying prospectus relating to and describing the terms of the offering have been filed with the SEC and are available on the SEC’s website at www.sec.gov. Copies of the final prospectus supplement and the accompanying prospectus relating to the offering, when available, may be obtained from JMP Securities LLC, 600 Montgomery Street, Suite 1100, San Francisco, California 94111, Attention: Prospectus Department, by calling (415) 835-8985 or by e-mail at [email protected] or H.C. Wainwright & Co., LLC, 430 Park Avenue, 3rd Floor, New York, NY 10022, by calling (646) 975-6996 or by e-mail at [email protected].

This press release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of these securities in any state or jurisdiction in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state or jurisdiction.