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04/18/17 1:52 PM

#1070 RE: Couch #1069

On April 13, 2017, Sorrento Therapeutics, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Cantor Fitzgerald & Co. (the “Representative”), as representative of the several underwriters named therein (the “Underwriters”), relating to an underwritten public offering (the “Offering”) of 23,625,084 shares of the Company’s common stock (“Common Stock”). The public offering price is $2.00 per share of Common Stock and the Underwriters have agreed to purchase the Common Stock pursuant to the Underwriting Agreement at a price of $1.8571 per share. Under the terms of the Underwriting Agreement, the Company also granted to the Underwriters an option, exercisable in whole or in part at any time for a period of 30 days from the date of the closing of the Offering, to purchase up to an additional 3,543,763 shares of Common Stock at the public offering price to cover over-allotments, if any.

The Offering is being made pursuant to the Company’s registration statement on Form S-3 (File No. 333-199849), which was declared effective by the Securities and Exchange Commission (the “SEC”) on December 3, 2014, a base prospectus dated December 3, 2014 and a prospectus supplement dated April 12, 2017.

Net proceeds from the Offering are expected to be approximately $43.5 million (excluding any sale of shares of Common Stock pursuant to the over-allotment option granted to the Underwriters), after deducting underwriting discounts and commissions and estimated Offering expenses payable by the Company. The purchase and sale of the Common Stock, and the closing of the Offering, is expected to take place on or about April 19, 2017, subject to the satisfaction of customary closing conditions.