Sorrento Therapeutics

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K

È ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended: December 31, 2012

‘ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934
For the transition period from

to

Commission File Number 000-52228
SORRENTO THERAPEUTICS, INC.

(Exact Name of Registrant as Specified in Its Charter)

Delaware
(State or Other Jurisdiction of
Incorporation or Organization)
6042 Cornerstone Ct. West, Suite B
San Diego, California
(Address of Principal Executive Offices)

33-0344842
(I.R.S. Employer
Identification No.)

92121
(Zip Code)

(858) 210-3700
(Registrant’s telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act:
Common Stock, par value $0.0001 per share
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities

Act. ‘ Yes È No

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the

Exchange Act. ‘ Yes È No

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. È Yes ‘ No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if

any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was
required to submit and post such files). È Yes ‘ No

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this
chapter) is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or
information statements incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. È

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer
or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting
company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ‘
Non-accelerated filer ‘ (Do not check if a smaller reporting company)

‘
Accelerated filer
Smaller reporting company È

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the

Act). ‘ Yes È No

The aggregate market value of voting stock held by non-affiliates of the registrant is calculated based upon the
closing sale price of the common stock on June 30, 2012 (the last trading day of the registrant’s second fiscal quarter of
2012), as reported on the Over-the-Counter Bulletin Board, and such aggregate market value was approximately
$33,667,189.

At March 22, 2013, the registrant had 336,075,440 shares of common stock outstanding.

SORRENTO THERAPEUTICS, INC.

ANNUAL REPORT ON FORM 10-K
FISCAL YEAR ENDED DECEMBER 31, 2012

TABLE OF CONTENTS

Page No.

PART I
Item 1.
Item 1A.
Item 1B.
Item 2.
Item 3.
Item 4.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Business . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk Factors . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Unresolved Staff Comments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Properties . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Legal Proceedings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mine Safety Disclosures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART II
Item 5.

Item 6.
Item 7.

Item 7A.
Item 8.
Item 9.

Item 9A.
Item 9B.

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer

Purchases of Equity Securities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Selected Financial Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Management’s Discussion and Analysis of Financial Condition and Results of

Operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Quantitative and Qualitative Disclosures About Market Risk . . . . . . . . . . . . . . . . . . . . . . .
Financial Statements and Supplementary Data . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Changes in and Disagreements With Accountants on Accounting and Financial

Disclosure . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Controls and Procedures . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Other Information . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

PART III . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Directors, Executive Officers and Corporate Governance . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 10.
Executive Compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Item 11.
Security Ownership of Certain Beneficial Owners and Management and Related
Item 12.

Item 13.
Item 14.
Item 15.

Stockholder Matters . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Certain Relationships, Related Transactions and Director Independence . . . . . . . . . . . . . . .
Principal Accountant Fees and Services . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Exhibits and Financial Statement Schedules . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

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FORWARD-LOOKING STATEMENTS

This Annual Report on Form 10-K, or Form 10-K, contains “forward-looking statements” that involve risks

and uncertainties, as well as assumptions that, if they never materialize or prove incorrect, could cause our
results to differ materially and adversely from those expressed or implied by such forward-looking statements.
The forward-looking statements are contained principally in Item 1—“Business,” Item 1.A—“Risk Factors” and
Item 7—“Management’s Discussion and Analysis of Financial Condition and Results of Operations” but appear
throughout the Form 10-K. Examples of forward-looking statements include, but are not limited to our
expectations, beliefs or intentions regarding our potential product offerings, business, financial condition, results
of operations, strategies or prospects and other matters that do not relate strictly to historical facts or statements
of assumptions underlying any of the foregoing. These statements are often identified by the use of words such as
“anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “ongoing,”
“opportunity,” “plan,” “potential,” “predicts,” “seek,” “should,” “will,” or “would,” and similar expressions
and variations or negatives of these words. These forward-looking statements are based on the expectations,
estimates, projections, beliefs and assumptions of our management based on information currently available to
management, all of which are subject to change. Such forward-looking statements are subject to risks,
uncertainties and other factors that are difficult to predict and could cause our actual results and the timing of
certain events to differ materially and adversely from future results expressed or implied by such forward-
looking statements. Factors that could cause or contribute to such differences include, but are not limited to,
those identified below, and those discussed under Item 1.A—“Risk Factors” in this Form 10-K. Furthermore,
such forward-looking statements speak only as of the date of this Form 10-K. We undertake no obligation to
update or revise publicly any forward-looking statements to reflect events or circumstances after the date of such
statements for any reason, except as otherwise required by law.

Item 1. Business.

Overview

PART I

We are a development stage biopharmaceutical company engaged in the discovery, development and
commercialization of novel, proprietary drug candidates for the treatment of patients suffering from a variety of
conditions, including cancer, inflammation, metabolic and infectious diseases. In 2012, we identified and
advanced a number of potential drug candidates with the goal of selecting multiple lead products to progress into
preclinical development activities in 2013. It is too early to assess which of these candidates, if any, will merit
further evaluation in clinical trials. Our proprietary G-MAB® fully-human antibody library platform was
designed to facilitate the rapid identification and isolation of highly specific antibody therapeutic product
candidates that bind to disease targets appropriate for antibody therapy. Our initial investment in antibody
expression and production capabilities enables us to make the product material necessary to conduct preclinical
safety and efficacy testing in animal models.

Our therapeutic objective is to develop two classes of antibody drug products: (i) First in Class, or FIC, and/

or (ii) Best in Class, or BIC, which may offer greater efficacy and/or fewer adverse events or side effects as
compared to existing drugs. Although we intend to retain ownership and control of some product candidates by
advancing them further into preclinical development, we will also consider partnerships with pharmaceutical or
biopharmaceutical companies in order to balance the risks associated with drug discovery and development and
maximize our stockholders’ returns. Our partnering objectives include generating revenue through license fees,
milestone-related development fees and royalties by licensing rights to our product candidates.

Recent Development - IgDraSol Transactions

On March 7, 2013, we entered into an exclusive option agreement with IgDraSol, Inc., or IgDraSol, a
private company focused on the development of oncologic agents for the treatment of metastatic breast cancer,

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which we refer to as MBC, non-small cell lung cancer, which we refer to as NSCLC, and other cancers. Pursuant
to the option agreement, IgDraSol granted us an irrevocable option to acquire IgDraSol by means of an
agreement and plan of merger. In consideration for entering into the option agreement, IgDraSol is to receive a
non-refundable lump sum payment of $200,000. The close of the transaction and the lump sum payment are
expected to occur within 51 days of the signing of the option agreement. If we exercise our option to acquire
IgDraSol, we will, pursuant to the merger agreement, issue 76,199,198 shares of common stock to IgDraSol
stockholders and, upon the achievement of a specified regulatory milestone, we will issue an additional
32,656,799 shares of common stock to former IgDraSol stockholders. If we do not exercise our option to acquire
IgDraSol, we will be required to invest $500,000 in IgDraSol pari passu with other new investors of IgDraSol.

IgDraSol’s lead compound, Cynviloq™, is a micellar diblock copolymeric paclitaxel formulation drug
product. Cynviloq™ is currently approved and marketed in several countries, including South Korea for MBC
and NSCLC under the trade name Genexol-PM®, and has completed Phase 2 testing for potential advancement
into registration trials in the U.S. IgDraSol has the exclusive U.S. distribution rights to Cynviloq™ from
Samyang Biopharmaceuticals Corporation, a South Korean corporation.

Contemporaneously with the execution of the IgDraSol option agreement, on March 7, 2013, we and
IgDraSol entered into an asset purchase agreement pursuant to which we agreed to purchase all documentation,
equipment, information and other know-how related to the micellar nanoparticle technology encompassing
Tocosol® and related technologies for a purchase price of $1,210,000. The transaction is expected to close within
45 days of the signing of the asset purchase agreement. Upon payment of such purchase price, we and IgDraSol
intend to enter into a development services agreement pursuant to which approximately $3,000,000 in
development services may be provided by IgDraSol for the development of Tocosol® and related technologies.

We and IgDraSol also entered into an initial services agreement dated March 7, 2013, pursuant to which

IgDraSol is to provide certain product development and technology services related to our antibody platform in
exchange for a payment of $1,000,000, which was paid to IgDraSol upon signing.

Collectively, the option agreement, asset purchase agreement, initial services agreement and development

services agreement are referred to as the “IgDraSol Transactions”.

Corporate Information

On September 21, 2009, QuikByte Software, Inc., a Colorado corporation and shell company, or QuikByte,
consummated its acquisition of Sorrento Therapeutics, Inc., a Delaware corporation and private concern, or STI,
in a reverse merger, or the Merger. Pursuant to the Merger, all of the issued and outstanding shares of STI
common stock were converted into an aggregate of 169,375,807 shares of QuikByte common stock and STI
became a wholly owned subsidiary of QuikByte. The holders of QuikByte’s common stock immediately prior to
the Merger held an aggregate of 55,708,320 shares of QuikByte’s common stock immediately following the
Merger.

STI was originally incorporated as San Diego Antibody Company in California in 2006 and was renamed

“Sorrento Therapeutics, Inc.” and reincorporated in Delaware in 2009, prior to the Merger. QuikByte was
originally incorporated in Colorado in 1989. Following the Merger, on December 4, 2009, QuikByte
reincorporated under the laws of the State of Delaware, or the Reincorporation. Immediately following the
Reincorporation, on December 4, 2009, STI merged with and into QuikByte, the separate corporate existence of
STI ceased and QuikByte continued as the surviving corporation, or the Roll-Up Merger. Pursuant to the
certificate of merger filed in connection with the Roll-Up Merger, QuikByte’s name was changed from
“QuikByte Software, Inc.” to “Sorrento Therapeutics, Inc.” We formed Sorrento Therapeutics, Inc. Hong Kong
Limited effective December 4, 2012. Sorrento Hong Kong had no operations in 2012.

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Background to Antibodies

The Function of Antibodies

The human immune system protects the body against a variety of infections and other illnesses. Specialized
cells work together with the other components of the immune system to recognize, neutralize and eliminate from
the body numerous foreign substances, infectious organisms and malignant cells.

Antibodies are part of the body’s principal defense mechanism against disease-causing organisms, other
foreign molecules and toxins. Antibodies are protein molecules capable of specifically recognizing substances
potentially harmful to the human body, known as antigens, and binding to those antigens to neutralize or block
them from interacting with and causing damage to the body. Antibodies are capable of recognizing and
distinguishing between the subtlest of molecular differences in antigens. Antibodies that bind tightly to antigens
are said to have “high affinity.”

Antibodies are naturally present in the blood and circulate for extended periods in order to perform their
surveillance and defense functions. Antibodies are made in the immune system by human white blood cells,
called leukocytes. Human leukocytes produce millions of different types of antibodies, all with varying shapes
that allow them to specifically attach to and, as a result, neutralize different disease targets. For example, certain
antibodies seek out and attach to viruses, bacteria and diseased cells, marking them for destruction by the human
immune system. Others attach to specific disease targets and block their interaction with other molecules or can
be used to deliver toxic agents to directly kill cancer cells.

As depicted below, the basic structure of an antibody comprises four polypeptides of two different sizes,

two identical light chains and two identical heavy chains, named according to their relative size. The heavy and
light chains are assembled within the white blood cell to form an antibody molecule. Each chain has a variable
region, which contains the binding site for an antigen and gives the antibody its high specificity, and a constant
region, which interacts with other parts of the immune system to facilitate the removal of the pathogen or foreign
molecule. The genetic code determining the structure of a given variable region is referred to as immunoglobulin
variable domain sequence.

The repertoire of antibodies the body uses to defend itself is produced, in part, through random

recombination of genes for the variable regions, as well as random pairing of the heavy and light chains. As a
result, the immune system is able to adapt and produce antibodies against virtually any antigen. When an
antibody encounters an antigen to which it binds, the white blood cell which produces this specific antibody
proliferates to generate more antibodies against the target antigen. White blood cells that have differentiated to
produce a specific antibody are called B lymphocytes.

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Antibodies as Products

Recent advances in the technologies for creating and producing antibody products, coupled with a better
understanding of how antibodies and the immune system function, have further increased the already significant
interest in the commercial development of antibodies as therapeutic products in key disease states.

We believe that, as products, antibodies have several potential clinical and commercial advantages over
traditional therapies, including small molecule drugs and surgery. These advantages may include the following:

•

•

•

•

•

fewer unwanted and uncomfortable side effects as a result of high specificity for the disease target;

greater patient compliance (use) as a result of more favorable pharmacokinetics over traditional
therapies, including better absorption, distribution, metabolism and excretion;

enhanced ability to deliver various payloads, including drugs, radiation and toxins, to specific disease
sites while avoiding surrounding (healthy) tissues;

reduced risk of failure while developing biobetter antibody therapeutics, since these antibodies target
the same antigens as the existing, approved antibodies, yet are designed to deliver significant
improvements, such as better dosing, fewer side effects and increased efficacy; and

overall lower cost of clinical development for the biobetter antibody therapeutic candidates.

Monoclonal and Chimeric/Humanized Antibodies

The therapeutic antibodies marketed today generally belong to a class of molecules known as “monoclonal

antibodies”, or mAbs. This term is used to refer to a homogeneous population of antibody molecules that are
identical in their structure and functional characteristics. Historically, the approach to generating monoclonal
antibodies has been to immortalize single antibody-producing white blood cells from mice, so that the cells are
capable of reproducing over an indefinite period of time. Any of these immortalized, fused cells, known as
hybridomas, can be made to produce one specific antibody with desired binding characteristics. The hybridomas
can then be selected, cloned and expanded, allowing the large scale production of a murine mAb, or mouse
antibody.

However, mouse antibodies are wholly composed of mouse protein sequences and tend to be recognized as
“foreign” by the human immune system. When patients are repeatedly treated with mouse antibodies, they will
begin to produce antibodies that effectively neutralize the mouse antibody, a reaction referred to as a Human
Anti-Mouse Antibody, or HAMA, response. In many cases, the HAMA response prevents the mouse antibodies
from having the desired therapeutic effect and may cause the patient to have an allergic reaction.

Recognizing the limitations of mouse mAbs, researchers have developed a number of approaches to make

them appear more “human-like” to a patient’s immune system. For example, improved forms of mouse
antibodies, referred to as “chimeric” and “humanized” antibodies, are genetically engineered and assembled from
portions of mouse and human antibody gene fragments. While these chimeric and humanized antibodies are more
human-like, they still retain a varying amount of the mouse antibody protein sequence, and accordingly may
continue to trigger a HAMA response. Additionally, the chimeric/humanization process can be expensive and
time-consuming, often requiring additional weeks or months of secondary manipulation after the initial
generation of the mouse mAbs.

Human Antibodies

The probability of inducing a HAMA response can be reduced through the generation of antibody
therapeutic products with fully-human protein sequences. Researchers have developed several antibody
technologies to produce antibodies with 100% or fully-human protein sequences. One approach to generating
human antibodies, known as “antibody display” technology, involves cloning and expressing human antibody

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genes in novel contexts, such as bacteriophages, which are viruses that infect bacteria, yeast or ribosome/mRNA
complexes, in order to display libraries of antibody fragments for subsequent in vitro selection against antigens.
Ribosomes are intracellular organelles that synthesize proteins. The information for the sequence of amino acids
used to synthesize a given protein comes from the mRNA sequence, which is “read” by the ribosome. A
ribosome/mRNA complex is mRNA attached to a ribosome for translation into a protein. Our proprietary
technology, or the STI Technology, and the Winter II Technology discussed below are both antibody display
technologies.

Another approach to develop human antibodies, called “human mouse technology”, is based on genetically-
engineered strains of mice in which the attempt has been made to inactivate mouse antibody gene expression and
to functionally replace it with human antibody gene expression. The so-called human mouse can be immunized
with an antigen of interest, and if, after some time, which is often many months, a sufficient immune response
has taken place, human antibody candidates may be obtained.

An additional approach involves the clonal isolation and expansion of human B-lymphocytes. This approach
is generally limited to creating antibodies only to non-human antigens or antigens to which the lymphocyte donor
had previously responded. Accordingly, it may not be suitable for targeting many key diseases, such as cancer
and inflammatory and autoimmune disorders, for which appropriate therapy might require antibodies to human
antigens.

Proprietary Human Antibody Library Technology

We believe the STI Technology is a significant improvement over traditional technologies used to construct

large human antibody libraries. STI has the ability to produce fully-human antibody libraries of far greater
diversity (that is, the number of different antibody species) and single-class libraries, such as Immunoglobulin G
(IgG) for therapeutic antibodies or Immunoglobulin A (IgA) for anti-infective secretory antibodies. It is this dual
advantage of high diversity and single class libraries that provides STI with what we believe is the premier
antibody library asset in the industry. The fact that STI has generated a proprietary portfolio of fully-human
antibody preclinical candidates, as both FIC and biobetters, provides evidence that the STI Technology is a
formidable tool for discovering proprietary preclinical candidates.

The STI Technology was initially invented by Henry Ji, Ph.D., STI’s co-founder, Chief Executive Officer

and President. A U.S. patent covering the STI Technology was issued in July 2008 and additional patent
application families for the generation, display and screening of antibody libraries are pending. We also recently
filed a group of patent applications covering significant improvements to the initial STI Technology, with the key
improvements relating to what we believe is our ability to achieve greater library diversity and single-class
libraries.

A traditional technology for the construction of human antibody libraries is the so-called “Winter II

Technology”, developed by the Medical Research Council, at Cambridge, UK, The Scripps Research Institute in
La Jolla, CA, or TSRI, and Stratagene, Inc. in La Jolla, CA. The Winter II Technology is a process to generate
human antibody libraries via amplification of the variable regions of the heavy and light chains of human
immunoglobulin genes obtained from human blood samples, followed by cloning and expression in a display
system. The Winter II Technology process is covered by U.S. patents that begin to expire in 2018. We believe
that the STI proprietary libraries do not follow the Winter II patents.

Our Technology Advantages

We believe the STI Technology may offer the following advantages over competing technologies:

• The STI Technology has been designed to provide the full spectrum of human immunoglobulin gene

recombination in fully-human mAb libraries. Unlike chimeric and humanization technologies, the STI
Technology has allowed the generation of antibodies with fully-human protein sequences without the
challenges and limitations of animal-to-human gene transfer procedures.

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• Because the STI Technology represents an in vitro human mAb library technology, it enables fast and
cost-effective in vitro screening of a large number of antigens. The STI Technology is designed so that
any antigen of interest can be investigated, without dependence on the successful induction of a host
immune response against the antigen. As opposed to the human-mouse technology, the STI
Technology does not require the establishment and maintenance of large animal facilities, which are
quite costly to establish and maintain. In addition, a given human antigen may not induce an immune
response in mice. In such cases, the “human-mouse” technology appears to be less suitable for
delivering human antibody development candidates.

In addition, we believe that our platform offers advantages over competing platforms, as we are an
independent, development stage biotechnology company and, except for our limited license agreement with
OPKO Health, Inc., or OPKO, as detailed below, we are not a party to agreements that restrict our right to enter
into collaborative arrangements with third parties.

Competition

We compete in an industry characterized by intense competition and rapid technological change. We face,
and will continue to face, competition in both the discovery and development of any of our product candidates.
New discoveries and developments occur and are expected to continue to occur at a rapid pace. There are many
companies, including major pharmaceutical and specialized biotechnology companies, engaged in activities
similar to ours. Universities, governmental agencies and other public and private research organizations also
conduct research and may market commercial products on their own or through joint ventures.

Many of these entities are significantly larger and have greater financial resources, technical staff,
manufacturing, research and development resources, including personnel and technology, expertise in
prosecution and enforcement of intellectual property rights and marketing capabilities than us, and many have
significant experience in preclinical testing, human clinical trials, product manufacturing, marketing, sales and
distribution and other regulatory approval and commercial procedures. They may also have a greater number of
patents and greater legal resources to seek remedies for cases of alleged infringement of their patents, which may
have the effect of blocking, delaying or compromising our own drug development process.

A number of biotechnology and pharmaceutical companies are developing new products for the treatment of

the same diseases being targeted by us; in some instances, these products have already entered clinical trials or
are already being marketed. Discoveries or commercial developments by our competitors may render some or all
of our technologies or potential products obsolete or non-competitive.

Our Strategy

Our objective is to, either independently or through one or more partnerships with pharmaceutical or
biopharmaceutical organizations, identify drug development candidates derived from our antibody libraries. In
the event we are successful in identifying drug development candidates, we intend to actively seek partners with
experience and expertise in antibody drug development for clinical development of these candidates. Our
partnering objectives include generating revenue through license fees, milestone-related development fees and
royalties by licensing rights to our development candidates. Key elements of our strategy are:

•

Screening therapeutically/commercially attractive antigens. Utilizing the STI Technology, we have
been and intend to continue screening clinically attractive antigens in the areas of infectious diseases,
cancer, cardiovascular, or autoimmune and inflammatory diseases against our antibody libraries with
the goal of identifying high quality, functional antibodies. We believe these antibodies represent
potential novel and/or proprietary drug development candidates. The isolated human antibodies
selected for respective antigens have been and will be subjected to further biochemical characterization
and functional testing, such as binding affinity, specificity and kinetics, cellular functionality and

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animal model testing. The majority of the isolated human antibodies have and may undergo further
optimization, applying for example in vitro maturation or molecular evolution to improve their affinity
and specificity.

• Establishing partnerships to enhance development efficiency. We intend to minimize technology risk
and optimize development efficiency. For biobetter product candidates, the clinical development
program established by the FIC provider is a significant advantage, as it represents a development
strategy that has been shown to be successful. For FIC products, we expect to seek partnerships with
biopharmaceutical companies with experience and expertise in the clinical indications under
consideration for any drug candidates we develop.

See the section entitled “Risk Factors” in this Form 10-K for a discussion of some of the risks relating to the

execution of our business strategy.

Intellectual Property

The STI Technology is an antibody library generation technology that we believe represents a significant

improvement over the traditional Winter II Technology. The STI Technology was initially invented by Henry Ji,
Ph.D., STI’s co-founder and our Chief Executive Officer and President, and assigned to us by Dr. Ji.

A U.S. patent covering the STI Technology was issued in July 2008 and additional patent application

families for the generation, display and screening of antibody libraries are pending. We also recently filed a
group of patent applications covering significant improvements to the initial STI Technology, with the key
improvements relating to what we believe is our ability to achieve greater library diversity and single-class
libraries.

We rely on patents, trade secrets and proprietary know-how to protect our intellectual property rights. We

plan to diligently prosecute and defend our patents and proprietary technology.

License Agreement with OPKO Health, Inc.

In June 2009, we entered into a limited license agreement, or the OPKO License, with OPKO pursuant to
which we granted OPKO an exclusive, royalty-free, worldwide license under all U.S. and foreign patents and
patent applications owned or controlled by us or any of our affiliates, or the STI Patents, to (i) develop,
manufacture, use, market, sell, offer to sell, import and export certain products related to the development,
manufacture, marketing and sale of drugs for ophthalmological indications, or the OPKO Field, and (ii) use and
screen any population of distinct molecules covered by any claim of the STI Patents or which is derived by use of
any process or method covered by any claim of the STI Patents to identify, select and commercialize certain
products within the OPKO Field. Subject to certain limitations, OPKO will have the right to sublicense the
foregoing rights granted under the OPKO License. Additionally, pursuant to the OPKO License, OPKO has
granted us an exclusive, royalty-free, worldwide license to any patent or patent application owned or controlled
by OPKO or any of its affiliates, or the OPKO Patents, to develop, use, make, market, sell and distribute certain
products in any field of use, other than the OPKO Field, or the STI Field.

We have retained all rights in the STI Patents outside of the OPKO Field and we have agreed not to practice

the OPKO Patents or the STI Patents outside the STI Field. Unless otherwise terminated in accordance with its
terms, the License Agreement will expire upon the expiration of the last to expire patent within the STI Patents
and OPKO Patents on a country-by-country basis.

License Agreement with The Scripps Research Institute

In January 2010, we entered into a license agreement, or the TSRI License, with TSRI. Under the TSRI

License, TSRI granted us an exclusive, worldwide license to certain TSRI patent rights and materials based on

7

quorum sensing for the prevention and treatment of Staphylococcus aureus, or Staph, infections, including
Methicillin-resistant Staph, or MRSA. In consideration for the license, we issued TSRI a warrant for the purchase
of common stock, and agreed to pay TSRI a nominal annual royalty, a running royalty based on any sales of
licensed products by us or our affiliates and a royalty for any revenues generated by us through our sublicense of
patent rights and materials licensed from TSRI under the TSRI License. The TSRI License requires us to
indemnify TSRI for certain breaches of the agreement and other matters customary for license agreements. The
parties may terminate the TSRI License at any time by mutual agreement. In addition, we may terminate the
TSRI License by giving 60 days notice to TSRI and TSRI may terminate the TSRI License immediately in the
event of certain breaches of the agreement by us or upon our failure to undertake certain activities in furtherance
of commercial development goals. Unless terminated by us or TSRI, the term of the TSRI License will continue
until the final expiration of all claims covered by the patent rights licensed by us under the agreement.

Collaboration Agreement

In July 2010, we entered into a feasibility study agreement, or the Collaboration Agreement, with a third

party. Under the terms of the Collaboration Agreement, we provided certain antibody screening services for an
upfront cash fee of $200,000 and were reimbursed $23,453 for certain costs and expenses associated with
providing the services. We completed the screening services in March 2011.

Clinical Development

We currently focus our efforts primarily in the identification and isolation of human antibody drug

candidates and further characterize these antibody candidates in in vitro and in vivo functional testing. Due to our
limited financial resources, we intend to actively seek product development and commercialization partners from
the biopharmaceuticals industry to help us advance in the clinical development of select product candidates.

Manufacturing, Marketing and Sales

We currently do not have any clinical or commercial manufacturing or sales capabilities. We may or may
not manufacture the products we develop, if any. We intend to license to, or enter into strategic alliances with,
larger companies in the biopharmaceutical businesses, which are equipped to manufacture, market and/or sell our
products, if any, through their well-developed manufacturing capabilities and distribution networks. We intend to
license some or all of our worldwide patent rights to more than one third party to achieve the fullest
development, marketing and distribution of any products we develop.

Government Regulation

U.S. Regulations

We are further developing our internally discovered product candidates. The U.S. Food and Drug

Administration, or FDA, regulates, among other things, the development, testing, manufacture, safety, efficacy,
record-keeping, labeling, storage, approval, advertising, promotion, sale and distribution of biopharmaceutical
products. Specifically, government authorities in the U.S., at the federal, state, and local level, and foreign
countries extensively regulate, among other things, the following areas relating to products and product
candidates labeled for use in humans:

•

•

•

•

research and development;

testing, manufacture, labeling and distribution;

advertising, promotion, sampling and marketing; and

import and export.

In particular, human therapeutic products are subject to rigorous preclinical and clinical trials to demonstrate

safety and efficacy and other approval procedures of the FDA and similar regulatory authorities in foreign

8

countries. Clinical trial programs in humans generally follow a three-phase process. Various federal, state, local,
and foreign statutes and regulations also govern testing, manufacturing, labeling, distribution, storage and record-
keeping related to such products and their promotion and marketing. The process of obtaining these approvals
and the compliance with federal, state, local, and foreign statutes and regulations require the expenditure of
substantial time and financial resources. In addition, the current regulatory and political environment at FDA
could lead to increased testing and data requirements which could impact regulatory timelines and costs.

Clinical trials involve the administration of the investigational product to healthy volunteers or to patients,

under the supervision of qualified principal investigators. Each clinical study at each clinical site must be
reviewed and approved by an independent institutional review board prior to the recruitment of subjects.

Clinical trials are typically conducted in three sequential phases, but the phases may overlap and different

trials may be initiated with the same drug candidate within the same phase of development in similar or differing
patient populations. Phase 1 studies may be conducted in a limited number of patients, but are usually conducted
in healthy volunteer subjects. The drug is usually tested for safety and, as appropriate, for absorption,
metabolism, distribution, excretion, pharmaco-dynamics and pharmaco-kinetics.

Phase 2 usually involves studies in a larger, but still limited patient population to evaluate preliminarily the

efficacy of the drug candidate for specific, targeted indications, to determine dosage tolerance and optimal
dosage and to identify possible short-term adverse effects and safety risks.

Phase 3 trials are undertaken to further evaluate clinical efficacy of a specific endpoint and to test further for

safety within an expanded patient population at geographically dispersed clinical study sites.

The results generated from the preclinical studies and clinical trials, together with other detailed

information, including information on the manufacture and composition of the product, are submitted to the FDA
as part of a Biologics License Application, or BLA, requesting approval to market the product candidate. Under
the Prescription Drug User Fee Act, as amended, the fees payable to the FDA for reviewing a BLA, as well as
annual fees for commercial manufacturing establishments and for approved products, can be substantial. Each
BLA submitted to the FDA for approval is typically reviewed for administrative completeness and reviewability
within 45 to 60 days following submission of the application. If determined to be complete, the FDA will “file”
the BLA, thus triggering a full review of the application. The FDA may refuse to file any BLA that it deems
incomplete or not properly reviewable. The FDA’s established goals for the review of a BLA are six months for
Priority applications and 10 months for Standard applications, whereupon a review decision is to be made. The
FDA, however, may not approve a drug within these established goals and its review goals are subject to change
from time to time. Further, the outcome of the review, even if generally favorable, may not be an actual approval
but an “action letter” that describes additional work that must be done before the application can be approved.

Before approving a BLA, the FDA may inspect the facilities at which the product is manufactured and will
not approve the product unless current Good Manufacturing Practices, or cGMP, compliance is satisfactory. The
FDA may deny approval of a BLA if applicable statutory or regulatory criteria are not satisfied, or may require
additional testing or information, which can delay the approval process. FDA approval of any application may
include many delays or never be granted. If a product is approved, the approval will impose limitations on the
indicated uses for which the product may be marketed, may require that warning statements be included in the
product labeling, and may require that additional studies be conducted following approval as a condition of the
approval, may impose restrictions and conditions on product distribution, prescribing or dispensing in the form of
a risk management plan, or otherwise limit the scope of any approval. To market a product for other indicated
uses, or to make certain manufacturing or other changes, requires FDA review and approval of a BLA
Supplement or new BLA. Further post-marketing testing and surveillance to monitor the safety or efficacy of a
product is required. Also, product approvals may be withdrawn if compliance with regulatory standards is not
maintained or if safety or manufacturing problems occur following initial marketing. In addition, new
government requirements may be established that could delay or prevent regulatory approval of our product
candidates under development.

9

Both before and after the FDA approves a product, the manufacturer and the holder or holders of the BLA

for the product are subject to comprehensive regulatory oversight. For example, quality control and
manufacturing procedures must conform to cGMP requirements, and the FDA periodically inspects
manufacturing facilities to assess compliance with cGMP. Accordingly, manufacturers must continue to spend
time, money and effort to maintain cGMP compliance.

Foreign Regulations

In addition to regulations in the U.S., we are subject to a variety of foreign regulatory requirements
governing human clinical trials and marketing approval for drug products. The foreign regulatory approval
process includes substantially all of the risks associated with FDA approval set forth above, as well as additional
country-specific regulations. Whether or not we obtain FDA approval for a product, we must obtain approval of a
product by the comparable regulatory authorities of foreign countries before we can commence clinical trials or
marketing of the product in those countries. The approval process varies from country to country, and the time
may be longer or shorter than that required for FDA approval. The requirements governing the conduct of
clinical trials, product licensing, pricing and reimbursement vary greatly from country to country.

There can be no assurance that in the event we seek to develop any product candidate, we or any of our
partners would be able to satisfy one or more of these requirements to conduct preclinical or clinical trials or
receive any regulatory approvals.

Third-Party Reimbursement and Pricing Controls

In order to raise sufficient financial resources to continue to advance our product candidates, we will need to

address pricing pressures and potential third-party reimbursement coverage for our product candidates. In the
U.S. and elsewhere, sales of pharmaceutical products depend in significant part on the availability of
reimbursement to the consumer from third-party payors, such as government and private insurance plans. Third-
party payors are increasingly challenging the prices charged for medical products and services. It is and will
continue to be time-consuming and expensive for us or our strategic collaborators to go through the process of
seeking reimbursement from Medicare and private payors. Our products may not be considered cost effective,
and coverage and reimbursement may not be available or sufficient to allow us to sell our products on a
competitive and profitable basis.

In many foreign markets, including the countries in the European Union, pricing of pharmaceutical products

is subject to governmental control. In the U.S., there have been, and we expect that there will continue to be, a
number of federal and state proposals to implement similar governmental pricing control.

Employees

As of December 31, 2012, we had 18 employees and 13 consultants and advisors. A significant number of

our management and our other employees and consultants have worked or consulted with pharmaceutical,
biotechnology or medical product companies. While we have been successful in attracting skilled and
experienced scientific personnel, there can be no assurance that we will be able to attract or retain the necessary
qualified employees and/or consultants in the future. None of our employees are covered by collective bargaining
agreements and we consider relations with our employees to be good.

Research and Development

Our research and development expenses totaled $3,830,404 and $2,570,406 in the years ended

December 31, 2012 and 2011, respectively.

Address

Our principal executive offices are located at 6042 Cornerstone Ct. West, Suite B, San Diego, CA 92121,

and our telephone number at that address is (858) 210-3700. Our website is www.sorrentotherapeutics.com. The
contents of our website are not part of this Form 10-K.

10

Available Information

We file electronically with the U.S. Securities and Exchange Commission, or SEC, our Annual Report on

Form 10-K, Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and amendments to reports filed
pursuant to Section 13(a) and 15(d) of the Securities Exchange Act of 1934, as amended. We make available on
our website at www.sorrentotherapeutics.com, free of charge, copies of these reports, as soon as reasonably
practicable after we electronically file such material with, or furnish it to, the SEC. Copies of our annual report
will also be made available, free of charge, upon written request.

The public may read and copy any materials filed by us with the SEC at the SEC’s Public Reference Room

at 100 F Street, NE, Washington, DC 20549. The public may obtain information on the operation of the Public
Reference Room by calling the SEC at 1-800-SEC-0330. The SEC maintains an Internet site that contains
reports, proxy and information statements and other information regarding issuers that file electronically with the
SEC at http://www.sec.gov. The contents of these websites are not incorporated into this filing. Further, our
references to the URLs for these websites are intended to be inactive textual references only.

Item 1A. Risk Factors.

Risks Related to Our Business

We are a development stage company subject to all of the risks and uncertainties of a new business, including
the risk that we or our partners may never develop or market any products or generate product related
revenues. We have incurred significant losses since our inception and anticipate that we will continue to incur
losses for the foreseeable future. We are currently unprofitable and cannot assure you that we will ever
become or remain profitable.

We are a development-stage biopharmaceutical company that began operating and commenced research and
development activities in 2009. Biopharmaceutical product development is a highly speculative undertaking and
involves a substantial degree of risk. There is no assurance that our libraries of fully-human mAbs will be
suitable for research, diagnostic or therapeutic use, or that we will be able to identify and isolate therapeutics
product candidates, or develop, market and commercialize these candidates. We do not expect any of our product
candidates to be commercially available for a number of years, if at all. Even if we are able to commercialize our
product candidates, there is no assurance that these candidates would generate revenues or that any revenues
generated would be sufficient for us to become profitable or thereafter maintain profitability.

We have not generated any product related revenues to date, and we do not expect to generate any such
revenues for a number of years. Additionally, we have incurred operating losses since our inception and we
expect to continue to incur significant operating losses for the foreseeable future. For the years ended
December 31, 2012 and 2011, we had net losses of $4.8 million and $3.2 million, respectively. As of
December 31, 2012, we had an accumulated deficit of $11.0 million. We also expect to continue to incur
significant operating expenditures in the foreseeable future as we expand our research and development activities
and seek to develop our technologies and product candidates. In the event that our operating losses are greater
than anticipated or continue for longer than anticipated, we will need to raise significant additional capital
sooner, or in greater amounts, than otherwise anticipated in order to be able to continue development of our
technologies and maintain our operations. We cannot be certain that additional funding will be available on
acceptable terms, or at all. If we are unable to raise additional capital in sufficient amounts or on terms
acceptable to us we may have to significantly delay, scale back or discontinue the ongoing discovery and
development of our product candidates. Any of these events could significantly harm our business, financial
condition and prospects.

11

We expect that we will require additional financing, and an inability to raise the necessary capital or to do so
on acceptable terms would threaten the success of our business.

We believe that our current cash and cash equivalents balances will not be sufficient to meet our operating
and capital requirements, as currently planned, for at least one year. Our future capital requirements will depend
on many factors, including:

•

•

•

•

•

•

•

the progress of the development of our core technology and product candidates;

the number of product candidates we pursue;

the time and costs involved in obtaining regulatory approvals;

the costs involved in filing and prosecuting patent applications and enforcing or defending patent
claims;

our plans to establish sales, marketing and/or manufacturing capabilities;

our ability to establish, enforce and maintain selected strategic alliances and activities required for
product commercialization; and

our revenues, if any, from successful development and commercialization of our product candidates.

In order to carry out our business plan and implement our strategy, including the continued development of

antibody libraries and the continued development of our pipeline of product candidates in both the FIC and
biobetter market segments, we anticipate that we will need to obtain additional financing from time to time and
may choose to raise additional funds through strategic collaborations, licensing arrangements, public or private
equity or debt financing, a bank line of credit, asset sales, government grants, or other arrangements. We cannot
be sure that any additional funding, if needed, will be available on terms favorable to us or at all. Furthermore,
any additional equity or equity-related financing may be dilutive to our stockholders, and debt or equity
financing, if available, may subject us to restrictive covenants and significant interest costs. If we obtain funding
through a strategic collaboration or licensing arrangement, we may be required to relinquish our rights to certain
of our product candidates or marketing territories.

In its report on our consolidated financial statements for the year ended December 31, 2012, our

independent registered public accounting firm included an explanatory paragraph expressing substantial doubt
regarding our ability to continue as a going concern. A “going concern” opinion means, in general, that our
independent registered public accounting firm has substantial doubt about our ability to continue our operations
without continuing infusions of capital from external sources and this opinion could impair our ability to finance
our operations through the sale of debt or equity securities or commercial bank loans.

Further, the NIH has notified all grant recipients that due to the current Congressional budget sequestration,
the NIH may not be able to issue continuation awards, or it may be required to negotiate a reduction in the scope
of existing awards to meet the constraints imposed. Additionally, plans for new grants or cooperative agreements
may be re-scoped, delayed, or canceled depending on the nature of the work and the availability of resources. As
a result, we cannot assure you that we will receive the funding under our existing NIH grants, and we may not be
successful in securing additional grants from the NIH in the future.

In addition, certain investors, including institutional investors, may be unwilling to invest in our securities

since we are traded on the Over-the-Counter Bulletin Board, or OTCBB, and not on a national securities
exchange. Our inability to raise capital when needed would harm our business, financial condition and results of
operations, and could cause our stock price to decline or require that we wind down our operations altogether.

We have a limited operating history upon which to base an investment decision and we may be unable to
successfully develop our technology or any product candidates.

We are a development stage company and have not demonstrated our ability to perform the functions

necessary for the successful development or commercialization of the technology we are seeking to develop.

12

Because we only recently commenced operations, we have a limited operating history upon which you can
evaluate our business and prospects. In addition, as an early stage company, we have limited experience and have
not yet demonstrated an ability to successfully overcome many of the risks and uncertainties frequently
encountered by companies in new and rapidly evolving fields, particularly in the biopharmaceutical area.

The successful development, and any commercialization, of our technology and any product candidates

would require us to successfully perform a variety of functions, including:

•

•

•

•

•

•

developing our technology platform;

identifying, developing, manufacturing and commercializing product candidates;

entering into successful licensing and other arrangements with product development partners;

participating in regulatory approval processes;

formulating and manufacturing products; and

conducting sales and marketing activities.

Our operations have been limited to organizing our company, acquiring, developing and securing our
proprietary technology and identifying and obtaining early preclinical data for various product candidates. These
operations provide a limited basis for you to assess our ability to continue to develop our technology, identify
product candidates, develop and commercialize any product candidates we are able to identify and enter into
successful collaborative arrangements with other companies, as well as for you to assess the advisability of
investing in our securities. Each of these requirements will require substantial time, effort and financial
resources.

Our potential product candidates are in early stages of development and any product candidates that we
develop will require extensive preclinical and clinical testing before they are approved by the appropriate
regulatory agency, if at all.

The FDA regulates, among other things, the development, testing, manufacture, safety, efficacy, record-
keeping, labeling, storage, approval, advertising, promotion, sale and distribution of biopharmaceutical products.
We are in the early stages of developing potential product candidates, and any candidates that we develop will
require extensive preclinical and clinical testing before they will be approved by the FDA or another regulatory
authority in a jurisdiction outside the U.S., if at all. We have not yet developed any product candidate; if we were
to do so there are a number of requirements that we would be required to satisfy in order to begin conducting
preclinical trials and there can be no assurance that we will develop product candidates or complete the steps
necessary to allow us to commence these trials. We cannot predict with any certainty the results of preclinical
testing or whether such trials would yield sufficient data to permit us, or those with whom we collaborate, to
proceed with clinical development and ultimately submit an application for regulatory approval of our product
candidates in the U.S. or abroad, or whether such applications would be approved by the appropriate regulatory
agency. Further, our product candidates may not receive regulatory approval even if they are successful in
clinical trials. If we do not receive regulatory approvals for our product candidates, we may not be able to
continue our operations.

Our product development efforts may not be successful.

Our product development efforts for our FIC therapeutic antibodies are designed to focus on novel
therapeutic approaches and technologies that have not been widely studied. We are applying these approaches
and technologies in our attempt to discover new treatments for conditions that are also the subject of research and
development efforts of many other companies. These approaches and technologies may never be successful.

13

Our failure to find third party collaborators to assist or share in the costs of product development could
materially harm our business, financial condition and results of operations.

Our strategy for the development and commercialization of our proprietary product candidates may include
the formation of collaborative arrangements with third parties. Potential third parties include biopharmaceutical,
pharmaceutical and biotechnology companies, academic institutions and other entities. Third-party collaborators
may assist us in:

•

•

•

funding research, preclinical development, clinical trials and manufacturing;

seeking and obtaining regulatory approvals; and

successfully commercializing any future product candidates.

If we are not able to establish further collaboration agreements, we may be required to undertake product

development and commercialization at our own expense. Such an undertaking may limit the number of product
candidates that we will be able to develop, significantly increase our capital requirements and place additional
strain on our internal resources. Our failure to enter into additional collaborations could materially harm our
business, financial condition and results of operations.

In addition, our dependence on licensing, collaboration and other agreements with third parties may subject
us to a number of risks. These agreements may not be on terms that prove favorable to us and may require us to
relinquish certain rights in our product candidates. To the extent we agree to work exclusively with one
collaborator in a given area, our opportunities to collaborate with other entities could be curtailed. Lengthy
negotiations with potential new collaborators may lead to delays in the research, development or
commercialization of product candidates. The decision by our collaborators to pursue alternative technologies or
the failure of our collaborators to develop or commercialize successfully any product candidate to which they
have obtained rights from us could materially harm our business, financial condition and results of operations.

We expect to rely on third parties to gain access to certain antigens.

We expect to gain access to antigens through contractual arrangements with leading academic researchers,

through companies involved in supplying antigens, by isolating them ourselves, or from publicly available
sources. In the event we are unable to access antigens in sufficient quantities, or at all, we may not be able to
perform antibody discovery activities for certain antigens, which may have an adverse impact on our business
and financial condition.

We expect to rely on third parties to conduct any clinical trials for any product candidates we develop, and if they
do not properly and successfully perform their legal and regulatory obligations, as well as their contractual
obligations to us, we may not be able to obtain regulatory approvals for any product candidates we develop.

In the event we develop product candidates, we expect to rely on contract research organizations and other

third parties to assist us in managing, monitoring and otherwise carrying out these trials, including with respect to
site selection, contract negotiation and data management. Because we would not control these third parties, they
may not treat our clinical studies as their highest priority, or in the manner in which we would prefer, which
could result in delays. Moreover, if third parties did not successfully carry out their duties under their agreements
with us, if the quality or accuracy of the data they obtain is compromised due to failure to adhere to our clinical
protocols or regulatory requirements, or if they otherwise failed to comply with clinical trial protocols or meet
expected deadlines, the clinical trials conducted on our behalf may not meet regulatory requirements. If our
clinical trials do not meet regulatory requirements or if these third parties need to be replaced, our clinical trials
may be extended, delayed, suspended or terminated, and we may not be able to obtain regulatory approval of
some or all of the product candidates we may develop.

14

If we cannot compete successfully against other biopharmaceutical companies, we may not be successful in
developing and commercializing our technology and our business will suffer.

The biopharmaceutical space is characterized by intense competition and rapid technological advances. Even if

we are able to develop our proprietary platform technology and additional antibody libraries, each will compete
with a number of existing and future technologies and product candidates developed, manufactured and marketed
by others. Specifically, we will compete against fully integrated pharmaceutical companies and smaller companies
that are collaborating with larger pharmaceutical companies, academic institutions, government agencies and other
public and private research organizations. Many of these competitors have validated technologies with products
already FDA-approved or in various stages of development. In addition, many of these competitors, either alone or
together with their collaborative partners, operate larger research and development programs and have substantially
greater financial resources than we do, as well as significantly greater experience in:

•

•

•

•

•

developing product candidates and technologies generally;

undertaking preclinical testing and clinical trials;

obtaining FDA and other regulatory approvals of product candidates;

formulating and manufacturing product candidates; and

launching, marketing and selling product candidates.

If our technology fails to compete effectively against third party technologies, our business will be adversely

impacted.

Because our development activities are expected to rely heavily on sensitive and personal information, an area
which is highly regulated by privacy laws, we may not be able to generate, maintain or access essential patient
samples or data to continue our research and development efforts in the future on reasonable terms and
conditions, which may adversely affect our business.

We may have access to very sensitive data regarding patients whose tissue samples are used in our studies.

This data will contain information that is personal in nature. The maintenance of this data is subject to certain
privacy-related laws, which impose upon us administrative and financial burdens, and litigation risks. For instance,
the rules promulgated by the Department of Health and Human Services under the Health Insurance Portability and
Accountability Act, or HIPAA, create national standards to protect patients’ medical records and other personal
information in the U.S. These rules require that healthcare providers and other covered entities obtain written
authorizations from patients prior to disclosing protected health care information of the patient to companies. If the
patient fails to execute an authorization or the authorization fails to contain all required provisions, then we will not
be allowed access to the patient’s information and our research efforts can be substantially delayed. Furthermore,
use of protected health information that is provided to us pursuant to a valid patient authorization is subject to the
limits set forth in the authorization (i.e., for use in research and in submissions to regulatory authorities for product
approvals). As such, we are required to implement policies, procedures and reasonable and appropriate security
measures to protect individually identifiable health information we receive from covered entities, and to ensure such
information is used only as authorized by the patient. Any violations of these rules by us could subject us to civil
and criminal penalties and adverse publicity, and could harm our ability to initiate and complete clinical studies
required to support regulatory applications for our proposed products. In addition, HIPAA does not replace federal,
state, or other laws that may grant individuals even greater privacy protections. We can provide no assurance that
future legislation will not prevent us from generating or maintaining personal data or that patients will consent to the
use of their personal information, either of which may prevent us from undertaking or publishing essential research.
These burdens or risks may prove too great for us to reasonably bear, and may adversely affect our ability to
achieve profitability or maintain profitably in the future.

We may be exposed to liability claims associated with the use of hazardous materials and chemicals.

Our research and development activities may involve the controlled use of hazardous materials and
chemicals. Although we believe that our safety procedures for using, storing, handling and disposing of these

15

materials comply with federal, state and local laws and regulations, we cannot completely eliminate the risk of
accidental injury or contamination from these materials. In the event of such an accident, we could be held liable
for any resulting damages and any liability could materially adversely affect our business, financial condition and
results of operations. We do not currently maintain hazardous materials insurance coverage. In addition, the
federal, state and local laws and regulations governing the use, manufacture, storage, handling and disposal of
hazardous or radioactive materials and waste products may require us to incur substantial compliance costs that
could materially harm our business.

If we are unable to retain and recruit qualified scientists and advisors, or if any of our key executives, key
employees or key consultants discontinues his or her employment or consulting relationship with us, it may
delay our development efforts or otherwise harm our business.

We may not be able to attract or retain qualified management and scientific and clinical personnel in the
future due to the intense competition for qualified personnel among biotechnology, pharmaceutical and other
businesses, particularly in the San Diego, California area. Our industry has experienced a high rate of turnover of
management personnel in recent years. If we are not able to attract, retain and motivate necessary personnel to
accomplish our business objectives, we may experience constraints that will significantly impede the successful
development of any product candidates, our ability to raise additional capital and our ability to implement our
overall business strategy.

We are highly dependent on the key members of our management and scientific staff, especially our Chief
Executive Officer and President, Henry Ji, Ph.D. The loss of any of our key employees or key consultants could
impede the achievement of our research and development objectives. Furthermore, recruiting and retaining
qualified scientific personnel to perform research and development work in the future is critical to our success.
We may be unable to attract and retain personnel on acceptable terms given the competition among
biotechnology, biopharmaceutical and health care companies, universities and non-profit research institutions for
experienced scientists. Certain of our current officers, directors, scientific advisors and/or consultants or certain
of the officers, directors, scientific advisors and/or consultants hereafter appointed may from time to time serve
as officers, directors, scientific advisors and/or consultants of other biopharmaceutical or biotechnology
companies. We do not maintain “key man” insurance policies on any of our officers or employees. All of our
employees are employed “at will” and, therefore, each employee may leave our employment at any time.

We plan to grant stock options or other forms of equity awards in the future as a method of attracting and

retaining employees, motivating performance and aligning the interests of employees with those of our
stockholders. If we are unable to implement and maintain equity compensation arrangements that provide
sufficient incentives, we may be unable to retain our existing employees and attract additional qualified
candidates. If we are unable to retain our existing employees, including qualified scientific personnel, and attract
additional qualified candidates, our business and results of operations could be adversely affected.

We will need to increase the size of our company and may not effectively manage our growth.

Our success will depend upon growing our business and our employee base. Over the next 12 months, we

plan to add additional employees to assist us with research and development. Our future growth, if any, may
cause a significant strain on our management, and our operational, financial and other resources. Our ability to
manage our growth effectively will require us to implement and improve our operational, financial and
management systems and to expand, train, manage and motivate our employees. These demands may require the
hiring of additional management personnel and the development of additional expertise by management. Any
increase in resources devoted to research and product development without a corresponding increase in our
operational, financial and management systems could have a material adverse effect on our business, financial
condition, and results of operations.

Any disruption in our research and development facilities could adversely affect our business, financial
condition and results of operations.

Our principal executive offices, which house our research and development programs, are located in San
Diego, California. Our facilities may be affected by natural or man-made disasters. Earthquakes are of particular

16

significance since our facilities are located in an earthquake-prone area. We are also vulnerable to damage from
other types of disasters, including power loss, attacks from extremist organizations, fire, floods and similar
events. In the event that our facilities were affected by a natural or man-made disaster, we may be forced to
curtail our operations and/or rely on third-parties to perform some or all of our research and development
activities. Although we believe we possess adequate insurance for damage to our property and the disruption of
our business from casualties, such insurance may not be sufficient to cover all of our potential losses and may not
continue to be available to us on acceptable terms, or at all. In the future, we may choose to expand our
operations in either our existing facilities or in new facilities. If we expand our worldwide manufacturing
locations, there can be no assurance that this expansion will occur without implementation difficulties, or at all.

International operations may expose us to foreign currency exchange rate fluctuations for all foreign
currencies in which we do business and we may be materially adversely affected by these fluctuations.

We formed Sorrento Hong Kong effective December 4, 2012. Sorrento Hong Kong had no operations in

2012. In the event Sorrento Hong Kong becomes operational, we may have an international subsidiary that
operates in a foreign currency which would expose us to foreign currency exchange rate fluctuations. We intend
to hedge any foreign currency risks associated with potential transactions by entering into forward contracts.
Although we may enter into such forward contracts, they may not be adequate to eliminate the risk of foreign
currency exchange rate exposures. International operations may also expose us to currency fluctuations as we
translate the financial statements of our international subsidiary to U.S. Dollars.

If we acquire companies or technologies in the future, they could prove difficult to integrate, disrupt our
business, dilute stockholder value, and adversely affect our operating results and the value of our common stock.

As part of our business strategy, we may acquire, enter into joint ventures with, or make investments in
complementary or synergistic companies, services, and technologies in the future. Acquisitions and investments
involve numerous risks, including:

•

•

•

•

•

•

difficulties in identifying and acquiring products, technologies, or businesses that will help our
business;

difficulties in integrating operations, technologies, services, and personnel;

diversion of financial and managerial resources from existing operations;

the risk of entering new development activities and markets in which we have little to no experience;

risks related to the assumption of known and unknown liabilities; and

risks related to our ability to raise sufficient capital to fund additional operating activities.

As a result, if we fail to properly evaluate acquisitions or investments, we may not achieve the anticipated

benefits of any such acquisitions, we may incur costs in excess of what we anticipate, and management resources
and attention may be diverted from other necessary or valuable activities.

Risks Related to the Proposed Acquisition of IgDraSol and the IgDraSol Transactions.

Completion of the proposed acquisition of Igdrasol and the related IgDraSol Transactions is subject to various
closing conditions, involves significant costs, will require raising additional capital and will require
considerable attention from our management. Failure to complete the acquisition could adversely affect our
stock price and our future business and operations.

As more fully described above under Item 1, Recent Developments, on March 7, 2013, we entered into the

IgDraSol Transactions. IgDraSol’s lead compound, Cynviloq™, is a micellar diblock copolymeric paclitaxel
formulation drug product. Cynviloq™ has completed Phase 2 testing for potential advancement into registration

17

trials in the U.S. IgDraSol is preparing for an “End of Phase 2” meeting with the FDA regarding Cynviloq™
targeted for the first half of 2013. As a formulation of paclitaxel, Cynviloq™ is potentially eligible for approval
via FDA’s 505(b)(2) bioequivalence regulatory pathway versus albumin-bound paclitaxel (Abraxane®) in its
currently approved MBC and NSCLC indications. However, there can be no assurance that Cynviloq™ is
eligible for approval via FDA’s 505(b)(2) bioequivalence regulatory pathway or any other pathway acceptable to
the Sorrento board of directors or shareholders.

The completion of the proposed acquisition of IgDraSol and activities under the IgDraSol Transactions are

subject to the satisfaction of various closing conditions, and we cannot assure you that such conditions will be
satisfied and that the acquisition will be successfully completed. In the event that the acquisition is not
consummated, we will have spent considerable time and resources, and incurred substantial costs, including costs
related to the acquisition, many of which must be paid even if the acquisition is not completed. If the acquisition
is not consummated, our reputation in our industry and in the investment community could be damaged and, as a
result, the market price of our common stock could decline.

We may fail to realize the anticipated benefits of the acquisition of IgDraSol and IgDraSol Transactions.

The success of the acquisition of IgDraSol and IgDraSol Transactions will depend on, among other things,

our ability to combine our business with IgDraSol in a manner that does not materially disrupt existing
relationships and that allows us to achieve development and operational synergies. If we are unable to achieve
these objectives, the anticipated benefits of the acquisition may not be realized fully or at all or may take longer
to realize than expected. In particular, the acquisition may not be accretive to our stock value or development
pipeline in the near or long term.

We and IgDraSol have operated and will continue to operate independently until the potential close of the

acquisition in the middle of 2013. It is possible that the integration process could result in the loss of key
employees; the disruption of our ongoing business or the ongoing business of IgDraSol; or inconsistencies in
standards, controls, procedures, or policies that could adversely affect our ability to maintain relationships with
third parties and employees or to achieve the anticipated benefits of the acquisition. Integration efforts between
the two companies will also divert management’s attention from our core business and other opportunities that
could have been beneficial to our shareholders. An inability to realize the full extent of, or any of, the anticipated
benefits of the acquisition, as well as any delays encountered in the integration process, could have an adverse
effect on our business and results of operations, which may affect the value of the shares of our common stock
after the completion of the acquisition. If we are unable to achieve these objectives, the anticipated benefits of the
acquisition may not be realized fully or at all or may take longer to realize than expected. In particular, the
acquisition may not be accretive to our stock value or development pipeline in the near or long term.

We expect to incur significant additional costs in connection with the acquisition of IgDraSol and the
IgDraSol Transactions and in integrating the companies into a single business.

During the first half of 2013, we incurred significant legal and professional fees in connection with the

IgDraSol acquisition. We expect to incur additional costs integrating the companies’ operations, higher
development and regulatory costs, and personnel, which cannot be estimated accurately at this time. If the total
costs of the integration of the two companies and advancement of the Cynviloq™ assets exceed the anticipated
benefits of the acquisition, our financial results could be adversely affected.

Risks Related to Our Intellectual Property

Our ability to protect our intellectual property rights will be critically important to the success of our business,
and we may not be able to protect these rights in the U.S. or abroad.

Our success, competitive position and future revenues will depend in part on our ability to obtain and
maintain patent protection for our product candidates, methods, processes and other technologies, to prevent third
parties from infringing on our proprietary rights and to operate without infringing upon the proprietary rights of

18

third parties. We will be able to protect our proprietary rights from unauthorized use by third parties only to the
extent that our proprietary rights are covered by valid and enforceable patents or are effectively maintained as
trade secrets. We attempt to protect our proprietary position by filing U.S. and foreign patent applications related
to our proprietary technology, inventions and improvements that are important to the development of our
business. We have one issued U.S. patent and the examination of its European equivalent is currently in progress.
In 2011, several improvement patent applications were filed for our proprietary antibody library technology.
However, due to the difficulties of enforcing such antibody library technology, we filed a key patent application
in the U.S. only and requested nonpublication. We have commenced generating a patent application portfolio of
patents to protect each product candidate in our pipeline. However, the patent position of biopharmaceutical
companies involves complex legal and factual questions, and therefore we cannot predict with certainty whether
any patent applications that we have filed or that we may file in the future will be approved or any resulting
patents will be enforced. In addition, third parties may challenge, seek to invalidate or circumvent any of our
patents, once they are issued. Thus, any patents that we own or license from third parties may not provide any
protection against competitors. Any patent applications that we have filed or that we may file in the future, or
those we may license from third parties, may not result in patents being issued. Also, patent rights may not
provide us with adequate proprietary protection or competitive advantages against competitors with similar
technologies.

In addition, the laws of certain foreign countries do not protect our intellectual property rights to the same

extent as do the laws of the U.S. If we fail to apply for intellectual property protection or if we cannot adequately
protect our intellectual property rights in these foreign countries, our competitors may be able to compete more
effectively against us, which could adversely affect our competitive position, as well as our business, financial
condition and results of operations.

If any of our trade secrets, know-how or other proprietary information is disclosed, the value of our trade
secrets, know-how and other proprietary rights would be significantly impaired and our business and
competitive position would suffer.

Our success also depends upon the skills, knowledge and experience of our scientific and technical
personnel and our consultants and advisors, as well as our licensors. To help protect our proprietary know-how
and our inventions for which patents may be unobtainable or difficult to obtain, we rely on trade secret protection
and confidentiality agreements. Unlike some of our competitors, we maintain our proprietary libraries for
ourselves as we believe they have proven to be superior in obtaining strong binder product candidates. To this
end, we require all of our employees, consultants, advisors and contractors to enter into agreements which
prohibit the disclosure of confidential information and, where applicable, require disclosure and assignment to us
of the ideas, developments, discoveries and inventions important to our business. These agreements may not
provide adequate protection for our trade secrets, know-how or other proprietary information in the event of any
unauthorized use or disclosure or the lawful development by others of such information. If any of our trade
secrets, know-how or other proprietary information is disclosed, the value of our trade secrets, know-how and
other proprietary rights would be significantly impaired and our business and competitive position would suffer.

Third party competitors may seek to challenge the validity of our patents, thereby rendering them

unenforceable or we may seek to challenge third party competitor patents if such third parties seek to interpret or
enforce a claim scope going well beyond the actual enabled invention.

Claims that we infringe upon the rights of third parties may give rise to costly and lengthy litigation, and we
could be prevented from selling products, forced to pay damages, and defend against litigation.

Third parties may assert patent or other intellectual property infringement claims against us or our strategic
partners or licensees with respect to our technologies and potential product candidates. If our products, methods,
processes and other technologies infringe upon the proprietary rights of other parties, we could incur substantial
costs and we may have to:

•

obtain licenses, which may not be available on commercially reasonable terms, if at all, and may be
non-exclusive, thereby giving our competitors access to the same intellectual property licensed to us;

19

•

•

•

•

redesign our products or processes to avoid infringement;

stop using the subject matter validly claimed in the patents held by others;

pay damages; and

defend litigation or administrative proceedings which may be costly whether we win or lose, and which
could result in a substantial diversion of our valuable management resources.

Even if we were to prevail, any litigation could be costly and time-consuming and would divert the attention

of our management and key personnel from our business operations. Furthermore, as a result of a patent
infringement suit brought against us or our strategic partners or licensees, we or our strategic partners or
licensees may be forced to stop or delay developing, manufacturing or selling technologies or potential products
that are claimed to infringe a third party’s intellectual property unless that party grants us or our strategic
partners’ or licensees’ rights to use its intellectual property. Ultimately, we may be unable to develop some of our
technologies or potential products or may have to discontinue development of a product candidate or cease some
of our business operations as a result of patent infringement claims, which could severely harm our business.

Our position as a relatively small company may cause us to be at a significant disadvantage in defending our
intellectual property rights and in defending against infringement claims by third parties.

Litigation relating to the ownership and use of intellectual property is expensive, and our position as a
relatively small company in an industry dominated by very large companies may cause us to be at a significant
disadvantage in defending our intellectual property rights and in defending against claims that our technology
infringes or misappropriates third party intellectual property rights. However, we may seek to use various post-
grant administrative proceedings, including new procedures created under the America Invents Act, to invalidate
potentially overly-broad third party rights. Even if we are able to defend our position, the cost of doing so may
adversely affect our ability to grow, generate revenue or become profitable. Although we have not yet
experienced patent litigation, we may in the future be subject to such litigation and may not be able to protect our
intellectual property at a reasonable cost, or at all, if such litigation is initiated. The outcome of litigation is
always uncertain, and in some cases could include judgments against us that require us to pay damages, enjoin us
from certain activities or otherwise affect our legal or contractual rights, which could have a significant adverse
effect on our business.

Risks Related to Ownership of Our Common Stock

The market price of our common stock may fluctuate significantly, and investors in our common stock may
lose all or a part of their investment.

The market prices for securities of biotechnology and pharmaceutical companies have historically been
highly volatile, and the market has from time to time experienced significant price and volume fluctuations that
are unrelated to the operating performance of particular companies. The market price of our common stock may
fluctuate significantly in response to numerous factors, some of which are beyond our control, such as:

•

announcements of the introduction of new products by our competitors;

• market conditions in the pharmaceutical and biotechnology sectors;

•

•

•

•

•

•

announcements concerning product development results or intellectual property rights of others;

future issuances of common stock or other securities;

the addition or departure of key personnel;

legal disputes, government investigations and the results of any proceedings or lawsuits;

announcements by us or our competitors of acquisitions, investments or strategic alliances; and

general market conditions and other factors, including factors unrelated to our operating performance.

Further, the equity markets in general have recently experienced extreme price and volume fluctuations.

Continued market fluctuations could result in extreme volatility in the price of our common stock, which could
cause a decline in the value of our common stock. Price volatility of our common stock might worsen if the
trading volume of our common stock is low.

20

Some or all of the “restricted” shares of our common stock issued to former stockholders of STI in
connection with the Merger or held by other of our stockholders may be offered from time to time in the open
market pursuant to an effective registration statement or Rule 144, and these sales may have a negative effect on
the price of our common stock.

Trading of our common stock is limited, and trading restrictions imposed on us by applicable regulations may
further reduce our trading, making it difficult for our stockholders to sell their shares.

Trading of our common stock is currently conducted on the OTCBB. The liquidity of our common stock is
limited, not only in terms of the number of shares that can be bought and sold at a given price, but also as it may
be adversely affected by delays in the timing of transactions and reduction in security analysts’ and the media’s
coverage of us, if at all.

The foregoing factors may result in lower prices for our common stock than might otherwise be obtained

and could also result in a larger spread between the bid and asked prices for our common stock. In addition,
without a large public float, our common stock is less liquid than the stock of companies with broader public
ownership, and, as a result, the trading price of our common stock may be more volatile. In the absence of an
active public trading market, an investor may be unable to liquidate his investment in our common stock. Trading
of a relatively small volume of our common stock may have a greater impact on the trading price of our stock
than would be the case if our public float were larger. We cannot predict the price at which our common stock
will trade at any given time.

We do not expect to pay dividends on our common stock, and investors will be able to receive cash in respect
of their shares of our common stock only upon the sale of such shares.

We have no intention in the foreseeable future to pay any cash dividends on our common stock. Therefore,
an investor in our common stock may obtain an economic benefit from the common stock only after an increase
in its trading price and only then by selling the common stock.

Because our common stock is a “penny stock,” it may be more difficult for investors to sell shares of our
common stock, and the market price of our common stock may be adversely affected.

According to the definition adopted by the SEC, our common stock is a “penny stock” because, among other

things, its price is below $5.00 per share, it is not listed on a national securities exchange and we do not meet
certain net tangible asset or average revenue requirements. Broker-dealers that sell penny stock must provide
purchasers of such stock with a standardized risk-disclosure document prepared by the SEC. This document
provides information about penny stock and the nature and level of risks involved in investing in penny stock. A
broker must also give a purchaser, orally or in writing, bid and offer quotations and information regarding broker
and salesperson compensation, make a written determination that the penny stock is a suitable investment for the
purchaser and obtain the purchaser’s written agreement to the purchase. Broker-dealers must also provide
customers that hold penny stock in their accounts with such broker-dealer a monthly statement containing price
and market information relating to the penny stock. If a penny stock is sold to an investor in violation of the
penny stock rules, the investor may be able to cancel its purchase and get its money back.

If applicable, the penny stock rules may make it difficult for investors to sell their shares of our common

stock. Because of the rules and restrictions applicable to a penny stock, there is less trading in penny stock, and
the market price of our common stock may be adversely affected. Also, many brokers choose not to participate in
penny stock transactions. Accordingly, investors may not always be able to publicly resell their shares of our
common stock at times and prices that they feel are appropriate.

Existing stockholders’ interest in us may be diluted by additional issuances of equity securities and raising
funds through lending and licensing arrangements may restrict our operations or require us to relinquish
proprietary rights.

We may issue additional equity securities to fund future expansion and pursuant to employee benefit plans.

We may also issue additional equity for other purposes. These securities may have the same rights as our

21

common stock or, alternatively, may have dividend, liquidation or other preferences to our common stock. The
issuance of additional equity securities will dilute the holdings of existing stockholders and may reduce the share
price of our common stock.

If we raise additional funds through collaboration, licensing or other similar arrangements, it may be
necessary to relinquish potentially valuable rights to our product candidates, potential products or proprietary
technologies, or grant licenses on terms that are not favorable to us. If adequate funds are not available, our
ability to achieve profitability or to respond to competitive pressures would be significantly limited and we may
be required to delay, significantly curtail or eliminate the development of our product candidates.

Directors, executive officers, principal stockholders and affiliated entities own a significant percentage of our
capital stock, and they may make decisions that you do not consider to be in your best interests or those of our
other stockholders.

As of December 31, 2012, our directors, executive officers and principal stockholders beneficially owned, in

the aggregate, over 68% of our outstanding voting securities. As a result, if some or all of them acted together,
they would have the ability to exert substantial influence over the election of our board of directors and the
outcome of issues requiring approval by our stockholders. This concentration of ownership may also have the
effect of delaying or preventing a change in control of our company that may be favored by other stockholders.
This could prevent transactions in which stockholders might otherwise recover a premium for their shares over
current market prices.

Our certificate of incorporation, as amended, and bylaws provide for indemnification of officers and directors
at our expense and limits their liability, which may result in a major cost to us and hurt the interests of our
stockholders because corporate resources may be expended for the benefit of our officers and/or directors.

Our certificate of incorporation, as amended, bylaws and applicable Delaware law provide for the

indemnification of our directors, officers, employees, and agents, under certain circumstances, against attorney’s
fees and other expenses incurred by them in any litigation to which they become a party arising from their
association with or activities on our behalf. We will also bear the expenses of such litigation for any of our
directors, officers, employees, or agents, upon such person’s promise to repay us, therefore if it is ultimately
determined that any such person shall not have been entitled to indemnification. This indemnification policy
could result in substantial expenditures by us, which we will be unable to recover.

Our corporate documents and Delaware law contain provisions that could discourage, delay or prevent a
change in control of our company, prevent attempts to replace or remove current management and reduce the
market price of our common stock.

Provisions in our certificate of incorporation, as amended, and bylaws may discourage, delay or prevent a
merger or acquisition involving us that our stockholders may consider favorable. For example, our certificate of
incorporation, as amended, authorizes our board of directors to issue up to 100,000,000 shares of “blank check”
preferred stock. As a result, without further stockholder approval, the board of directors has the authority to
attach special rights, including voting and dividend rights, to this preferred stock. With these rights, preferred
stockholders could make it more difficult for a third party to acquire us.

We are also subject to the anti-takeover provisions of the Delaware General Corporation Law. Under these
provisions, if anyone becomes an “interested stockholder,” we may not enter into a “business combination” with
that person for three years without special approval, which could discourage a third party from making a takeover
offer and could delay or prevent a change in control of us. An “interested stockholder” means, generally,
someone owning 15% or more of our outstanding voting stock or an affiliate of ours that owned 15% or more of
our outstanding voting stock during the past three years, subject to certain exceptions as described in the
Delaware General Corporation Law.

22

Compliance with changing regulations concerning corporate governance and public disclosure may result in
additional expenses.

There have been changing laws, regulations and standards relating to corporate governance and public
disclosure, including the Dodd-Frank Wall Street Reform and Consumer Protection Act, or the Dodd-Frank Act,
the Sarbanes-Oxley Act of 2002, or Sarbanes-Oxley, new regulations promulgated by the SEC and rules
promulgated by the national securities exchanges. The Dodd-Frank Act, enacted in July 2010, expands federal
regulation of corporate governance matters and imposes requirements on public companies to, among other
things, provide stockholders with a periodic advisory vote on executive compensation and also adds
compensation committee reforms and enhanced pay-for-performance disclosures. While some provisions of the
Dodd-Frank Act are effective upon enactment, others will be implemented upon the SEC’s adoption of related
rules and regulations. The scope and timing of the adoption of such rules and regulations is uncertain and,
accordingly, the cost of compliance with the Dodd-Frank Act is also uncertain.

In addition, Sarbanes-Oxley specifically requires, among other things, that we maintain effective internal

controls for financial reporting and disclosure of controls and procedures. In particular, we must perform system
and process evaluation and testing of our internal controls over financial reporting to allow management to report
on the effectiveness of our internal controls over financial reporting, as required by Section 404 of Sarbanes-
Oxley. Our testing, or the subsequent testing by our independent registered public accounting firm, if and when
required, may reveal deficiencies in our internal controls over financial reporting that are deemed to be material
weaknesses. Our compliance with Section 404 will require that we incur substantial accounting expense and
expend significant management efforts. We currently do not have an internal audit group, and we will need to
hire additional accounting and financial staff with appropriate public company experience and technical
accounting knowledge. Moreover, if we are not able to comply with the requirements of Section 404 in a timely
manner, or if we or our independent registered public accounting firm identifies deficiencies in our internal
controls over financial reporting that are deemed to be material weaknesses, the market price of our stock could
decline, and we could be subject to sanctions or investigations by the SEC or other regulatory authorities, which
would require additional financial and management resources.

These new or changed laws, regulations and standards are, or will be, subject to varying interpretations in

many cases due to their lack of specificity, and, as a result, their application in practice may evolve over time as
new guidance is provided by regulatory and governing bodies, which could result in continuing uncertainty
regarding compliance matters and higher costs necessitated by ongoing revisions to disclosure and governance
practices. As a result, our efforts to comply with evolving laws, regulations and standards are likely to continue
to result in increased general and administrative expenses and a diversion of management time and attention from
revenue-generating activities to compliance activities. Members of our board of directors and our principal
executive officer and principal financial officer could face an increased risk of personal liability in connection
with the performance of their duties. As a result, we may have difficulty attracting and retaining qualified
directors and executive officers, which could harm our business. If the actions we take in our efforts to comply
with new or changed laws, regulations and standards differ from the actions intended by regulatory or governing
bodies, we could be subject to liability under applicable laws or our reputation may be harmed.

State securities laws may limit secondary trading, which may restrict the states in which and conditions under
which you can sell shares.

Secondary trading in our common stock will not be possible in any state until our common stock is qualified
for sale under the applicable securities laws of the state or there is confirmation that an exemption, such as listing
in certain recognized securities manuals, is available for secondary trading in the state. If we fail to register or
qualify, or to obtain or verify an exemption for the secondary trading of, our common stock in any particular
state, the common stock could not be offered or sold to, or purchased by, a resident of that state. We currently do
not intend and may not be able to qualify securities for resale in some or all of the states that do not offer manual
exemptions and require shares to be qualified before they can be resold by our stockholders. In the event that a
significant number of states refuse to permit secondary trading in our common stock, the liquidity for the
common stock could be significantly impacted.

23

Item 1B. Unresolved Staff Comments.

None.

Item 2.

Properties.

We currently lease approximately 12,000 square feet of office and laboratory space in San Diego,

California. Our initial lease expires in September 2014, but includes an option to extend the term of the lease for
one additional four-year period. Including various supplemental amendments entered into through June 2012, the
lease termination date expires in April 2017. These supplemental amendments contain an option to extend the
term for the additional rental space by five years at the then prevailing rate. We believe that our current facilities
are adequate to meet our needs for the foreseeable future and that, should it be needed, suitable additional space
will be available to accommodate expansion of our operations on commercially reasonable terms.

Item 3.

Legal Proceedings.

We are not currently a party to any legal proceedings that, individually or in the aggregate, are deemed to be

material to our financial condition or results of operations.

Item 4.

Mine Safety Disclosures.

None.

PART II

Item 5.

Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases
of Equity Securities.

Market Information

Our common stock is traded on the OTCBB under the symbol “SRNE” and began quotation on the OTCBB

on an unpriced basis in December 2006.

Our common stock trades only sporadically and has experienced in the past, and is expected to experience in

the future, significant price and volume volatility.

The following table sets forth the range of high and low bid quotations for our common stock, as reported
by the OTCBB, on a quarterly basis for the fiscal years ended December 31, 2012 and 2011. Quotations reflect
inter-dealer prices, without retail mark-up, mark-down or commission and may not necessarily represent actual
transactions.

First Quarter
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Second Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Third Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Fourth Quarter . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$0.59
0.77
0.45
0.25

$0.20
0.12
0.15
0.06

$0.60
0.30
0.28
0.24

$0.20
0.20
0.15
0.10

2012

2011

Holders of Record

As of March 8, 2013, there were 202 holders of record of our common stock.

24

Dividend Policy

We paid no cash dividends in respect of our common stock during our two most recent fiscal years, and we
have no plans to pay any dividends or make any other distributions in the foreseeable future. The payment by us
of dividends, if any, in the future, rests within the discretion of our board of directors and will depend, among
other things, upon our earnings, capital requirements and financial condition.

Stock Repurchases

In January 2011, we repurchased 1,104,135 unvested shares of restricted common stock for $43.

Securities Authorized for Issuance Under Equity Compensation Plans

The following table sets forth additional information with respect to the shares of common stock that may

be issued upon the exercise of options and other rights under our existing equity compensation plans and
arrangements in effect as of December 31, 2012. The information includes the number of shares covered by, and
the weighted average exercise price of, outstanding options and the number of shares remaining available for
future grant, excluding the shares to be issued upon exercise of outstanding options.

Number of securities to be
issued upon exercise of
outstanding options, warrants
and rights

Weighted-average exercise price
of outstanding options, warrants
and rights

Number of securities remaining
available for future issuance under
equity compensation plans (excluding
securities reflected in column (a))

(a)

(b)

(c)

10,410,000

$0.14

3,610,000(2)

Plan Category

Equity

compensation plans
approved by security
. . . . . . . . .
holders(1)

Equity

compensation plans
not approved by
security holders(3) . . .

Total . . . . . . . . . . . . . . .

10,490,000

80,000

$0.04

$0.14

—

3,610,000

(1) Comprised of our 2009 Stock Incentive Plan, or the 2009 Plan.
(2) Comprised solely of shares subject to awards available for future issuance under the 2009 Plan. Pursuant to
the terms of the 2009 Plan, the share reserve of the 2009 Plan will automatically increase on the first day of
each fiscal year, from fiscal year 2011 through 2019, by the lesser of (a) 1,200,000 shares, (b) one percent
(1%) of outstanding shares of common stock as of the last day of the immediately preceding fiscal year
(rounded down to the nearest whole share), and (c) such number of shares of common stock approved by the
board of directors or applicable committee thereof. Effective January 1, 2013, 15,600,000 shares were
authorized under the 2009 Plan, with 4,810,000 shares remaining available for future issuance under the
plan.

(3) Comprised solely of shares issued to non-employee directors prior to our adoption of the 2009 Plan.

Item 6.

Selected Financial Data.

As a smaller reporting company, as defined by Item 10(f)(1) of Regulation S-K we are not required to

provide the information set forth in this Item.

25

Item 7.

Management’s Discussion and Analysis of Financial Condition and Results of Operations.

The following discussion and analysis of our financial condition and results of operations should be read in
conjunction with the financial statements and the related notes and other information that are included elsewhere
in this Form 10-K. This discussion contains forward-looking statements based upon current expectations that
involve risks and uncertainties, such as our plans, objectives, expectations and intentions. Actual results and the
timing of events could differ materially from those anticipated in these forward-looking statements as a result of
a number of factors, including those set forth under the cautionary note regarding “Forward-Looking
Statements” contained elsewhere in this Form 10-K. Additionally, you should read the “Risk Factors” section of
this Form 10-K for a discussion of important factors that could cause actual results to differ materially from the
results described in or implied by the forward-looking statements contained in the following discussion and
analysis.

Overview

We are a development stage biopharmaceutical company focused on the discovery, development and

commercialization of novel and/or proprietary drug candidates for the treatment of a variety of disease
conditions, including cancer, inflammation, metabolic and infectious diseases. Through December 31, 2012, we
identified and further developed a number of potential drug product candidates across various therapeutic areas,
and intend to select several lead product candidates to progress into preclinical development activities in 2013. It
is too early to assess which of these candidates, if any, will merit further evaluation in clinical trials. Our libraries
were designed to facilitate the rapid identification and isolation of highly specific, antibody therapeutic product
candidates that are fully-human and that bind to disease targets appropriate for antibody therapy. We built our
initial antibody expression and production capabilities to enable us to make sufficient product material to conduct
preclinical safety and efficacy testing in animal models.

Our therapeutic objective is to develop two classes of antibody drug products: (i) FIC and/or (ii) biobetters.
Although we intend to retain ownership and control of some product candidates by advancing them further into
preclinical development, we will also consider partnerships with pharmaceutical or biopharmaceutical
organizations, with the appropriate experience and expertise, in order to balance the risks associated with drug
discovery and development and maximize our stockholders’ returns. Our partnering objectives include
generating revenue through license fees, milestone related development fees and royalties by licensing rights to
our development candidates.

Recent Developments

Assignment Agreement. In January 2013, we entered into an Assignment Agreement, or the Assignment
Agreement with Tien-Li Lee, M.D. and Jane Wu Lee, M.D. as individuals (collectively, the Lees) pursuant to
which the Lees agreed to assign to us their right, title and interest throughout the world in and to certain
inventions and patents that provide for the production of recombinant intravenous immuoglobulins. As
consideration for the assignment, we: (i) issued the Lee’s 250,000 shares of our common stock upon execution of
the Agreement, (ii) agreed to pay the Lees a total of $50,000 in five monthly installments of $10,000 beginning
on February 1, 2013, and (iii) agreed to issue the Lees up to 2,000,000 shares of our common stock based upon
the achievement of certain milestone events described in the Assignment Agreement.

Loan Agreement. In February 2013, we entered into a loan and security agreement with a bank pursuant to

which the lender provided us loans to finance certain equipment, in an aggregate principal amount of up to
$1,000,000. Under the loan agreement, the lender funded an initial equipment advance in the principal amount of
$875,888 in February 2013 and agreed to fund, subject to customary conditions, an additional equipment advance
in the principal amount of $124,112 on or prior to August 21, 2013. The loans under the loan agreement bear
interest at a rate equal to the three-year U.S. Treasury note yield plus 4.65%, which is fixed on the date of each
funding. Interest accrues on the initial outstanding advance at the fixed rate of 5.15%. We are obligated to pay
interest-only on any loans funded under the loan agreement prior to April 30, 2013 until May 1, 2013, and

26

thereafter to pay 36 consecutive equal monthly installments of principal and interest through April 1, 2016. We
are obligated to pay equal monthly installments of principal and interest through April 1, 2016 on any loans
funded under the loan agreement after April 30, 2013. All loans funded under the loan agreement mature on
April 1, 2016.

Stock Purchase Agreement. In March 2013, we entered into a Stock Purchase Agreement and issued
33,658,305 shares of common stock, in a private placement transaction, at $0.18 per share for aggregate gross
proceeds of $6,418,495.

IgDraSol Transactions. On March 7, 2013, we entered into the IgDraSol Transactions, as more fully
described above under Item 1, Recent Developments. Pursuant to the option agreement, IgDraSol granted us an
irrevocable option to acquire IgDraSol by means of the merger agreement. In consideration for entering into the
option agreement, IgDraSol is to receive a non-refundable lump sum payment of $200,000. The close of the
transaction and the lump sum payment are expected to occur within 51 days of the signing of the option
agreement. If we exercise our option to acquire IgDraSol, we will, pursuant to the merger agreement, issue
76,199,198 shares of common stock to IgDraSol stockholders and, upon the achievement of a specified
regulatory milestone, we will issue an additional 32,656,799 shares of common stock to former IgDraSol
stockholders. If we do not exercise our option to acquire IgDraSol, we will be required to invest $500,000 in
IgDraSol pari passu with other new investors of IgDraSol.

Contemporaneously with the execution of the option agreement, on March 7, 2013, we and IgDraSol

entered into an asset purchase agreement for the purchase of all documentation, equipment, information and
other know-how related to the micellar nanoparticle technology encompassing Tocosol® and related technologies
for a purchase price of $1,210,000. The transaction is expected to close within 45 days of the signing of the asset
purchase agreement. Upon payment of such purchase price, we and IgDraSol intend to enter into a development
services agreement pursuant to which approximately $3,000,000 in development services may be provided by
IgDraSol for the development of Tocosol® and related technologies.

We and IgDraSol also entered into an initial services agreement dated March 7, 2013, pursuant to which

IgDraSol is to provide certain product development and technology services related to our antibody platform in
exchange for a payment of $1,000,000, which was paid to IgDraSol upon signing.

Corporate Information

On September 21, 2009, QuikByte consummated its acquisition of STI in a reverse merger, as more fully
described in Item 1 above. We formed Sorrento Hong Kong effective December 4, 2012. Sorrento Hong Kong
had no operations in 2012.

Results of Operations

The following discussion of our operating results explains material changes in our results of operations for

the years ended December 31, 2012 and 2011. The discussion should be read in conjunction with the
consolidated financial statements and related notes included elsewhere in this Form 10-K.

Comparison of the Years Ended December 31, 2012 and 2011

Revenues. Revenues were $583,774 for the year ended December 31, 2012, as compared to $529,184 for the

year ended December 31, 2011. The net increase of $54,590 is due to the following substantially offsetting
factors: (i) grant revenues increased $254,590 due to increased activities under three active grants received from
the National Institute of Allergy and Infectious Diseases, a division of the National Institutes of Health, or NIH,
in the year ended December 31, 2012 as compared to only two active grants for the year ended December 31,
2011, and (ii) non-recurring collaboration revenue of $200,000 earned under a collaboration agreement upon
delivering all screening services in 2011.

27

In May 2010, we were awarded an Advanced Technology Small Business Technology Transfer Research

grant to support our program to generate and develop novel antibody therapeutics and vaccines to combat Staph
infections, including Methicillin-resistant Staph, or the Staph Grant award. The project period for this grant
covered a two-year period, and as of December 31, 2011, the entire Phase 1 grant of $600,000 had been awarded.
The Staph Grant award revenues for the years ended December 31, 2012 and 2011 and for the period from
inception (January 25, 2006), or Inception, through December 31, 2012 were $119,379, $215,986 and $600,000,
respectively.

In July 2011, we were awarded a second Advanced Technology Small Business Technology Transfer
Research grant to support our program to generate and develop antibody therapeutics and vaccines to combat C.
difficile infections, or the C. difficile Grant award. The project period for the C. difficile Grant award covers a
two-year period which commenced in June 2011, and as of September 30, 2012, the entire Phase 1 grant of
$600,000 had been awarded. The C. difficile Grant award revenues for the years ended December 31, 2012 and
2011 and for the period from Inception through December 31, 2012 were $335,579, $113,198 and $448,777,
respectively.

In June 2012, we were awarded a third Advanced Technology Small Business Technology Transfer
Research grant, with an initial award of $300,000, to support our program to generate and develop novel human
antibody therapeutics to combat Staph infections, including Methicillin-resistant Staph, or the Staph Grant II
award. The project period for the phase I grant covers a two-year period which commenced in June 2012, with a
potential annual award of $300,000 per year. The Staph Grant II award revenues for the year ended
December 31, 2012 and from Inception through December 31, 2012 was $128,816.

We had no other revenue during the years ended December 31, 2012 and 2011 as we have not yet developed

any product candidates for commercialization or earned any licensing or royalty payments. We expect that any
revenue we generate will fluctuate from quarter to quarter as a result of the unpredictability of the timing and
amount of grant awards, research and development reimbursements and other payments received under our
strategic collaborations.

Research and Development Expenses. Research and development expenses for the years ended
December 31, 2012 and 2011 were $3,830,404 and $2,570,406, respectively. Research and development
expenses include the costs to identify, isolate and advance human antibody drug candidates derived from our
libraries, preclinical testing expenses and the expenses associated with fulfilling our development obligations
related to the NIH grant awards, collectively the NIH Grants. Such expenses consist primarily of salaries and
personnel related expenses, stock-based compensation expense, preclinical testing, laboratory supplies,
consulting costs, depreciation and other expenses. The increase of $1,259,998 is primarily attributable to salaries,
stock-based compensation expense, preclinical testing, depreciation, consulting and lab supply costs incurred in
connection with our expanded research and development activities and receipt of the three NIH Grant awards in
May 2010, July 2011 and June 2012, respectively. We expect research and development expenses to increase in
absolute dollars as we incur incremental expenses associated with our efforts to identify, isolate and advance
human antibody drug candidates derived from our libraries.

General and Administrative Expenses. General and administrative expenses for the years ended
December 31, 2012 and 2011 were $1,605,978 and $1,201,220, respectively. General and administrative
expenses consist primarily of salaries and personnel related expenses for executive, finance and administrative
personnel, stock-based compensation expense, professional fees, infrastructure expenses, legal and accounting
expenses and other general corporate expenses. The increase of $404,758 is primarily attributable to higher legal
costs related to the annual shareholder meeting and general corporate matters. Other offsetting activities included
a decrease in salaries expense related to the departure of our former Chief Executive Officer and increases in
consulting expenses with the addition of our part time Chief Business Officer in the second half of 2012 and
higher compliance costs associated with our public reporting obligations. We expect general and administrative
expenses to increase in absolute dollars as we incur incremental expenses associated with ongoing operations and
compliance with our public reporting obligations.

28

Interest Income. Interest income for the years ended December 31, 2012 and 2011 was $7,300 and $5,951,
respectively. The increase in interest income resulted from higher average cash balances in 2012 as compared to
2011. We expect that continued low interest rates will significantly limit our interest income in the near term.

Net Loss. Net loss for the years ended December 31, 2012 and 2011 was $4,845,308 and $3,236,491,
respectively. The increase in net loss is mainly attributable to the expanded research and development and
general and administrative activities.

Liquidity and Capital Resources

As of December 31, 2012 and 2011, we had $5,091,312 and $3,466,549 in cash and cash equivalents,
respectively, primarily attributable to the closing of private placements aggregating gross proceeds of $6,000,000
and $2,000,000 in 2012 and 2011, respectively.

Cash Flows from Operating Activities. Net cash used for operating activities was $3,797,476 for 2012 and is

primarily attributable to our net loss of $4,845,308, which was partially offset by $1,156,429 in non-cash
activities relating to stock-based compensation and depreciation expense. Net cash used for operating activities
was $2,743,375 for 2011 and primarily reflects a net loss of $3,236,491, which was partially offset by $457,253
in non-cash activities relating primarily to stock-based compensation expense.

We expect to continue to incur substantial and increasing losses and have negative net cash flows from

operating activities as we seek to expand and support our technology portfolio and research and development
activities.

Cash Flows from Investing Activities. Net cash used for investing activities was $547,884 for 2012 as
compared to $1,051,737 for 2011. The net cash used related primarily to equipment acquired for research and
development activities.

We expect to increase our investment in laboratory equipment as we seek to expand and progress our

research and development capabilities.

Cash Flows from Financing Activities. Net cash provided by financing activities for 2012 and 2011 was
$5,970,123 and $1,984,083, respectively, which were primarily derived from the sale of our common stock in
private placement transactions.

Future Liquidity Needs. From inception through December 31, 2012, we have principally financed our

operations through private equity financings with aggregate net proceeds of $15,451,451, as we have not
generated any product related revenue from operations to date, and do not expect to generate significant revenue
for several years, if ever. We will need to raise additional capital before we exhaust our current cash resources in
order to continue to fund our research and development, including our long-term plans for preclinical trials and
new product development, as well as to fund operations generally. As and if necessary, we will seek to raise
additional funds through various potential sources, such as equity and debt financings, or through corporate
collaboration and license agreements. We can give no assurances that we will be able to secure such additional
sources of funds to support our operations, or, if such funds are available to us, that such additional financing will
be sufficient to meet our needs.

In February 2013, we entered into a loan and security agreement with a bank which provided us with an
equipment loan for up to $1,000,000 (see Note 10 of the Notes to the Consolidated Financial Statements). In
March 2013, we entered into: (i) a stock purchase agreement and issued 33,658,305 shares of common stock for
aggregate gross proceeds of $6,418,495, and (ii) the IgDraSol Transactions (see Note 10 of the Notes to the
Consolidated Financial Statements).

We anticipate that we will continue to incur net losses into the foreseeable future as we: (i) continue to
identify and advance a number of potential drug candidates into preclinical development activities, (ii) acquire

29

IgDraSol and continue to fund its operations, and (iii) expand our corporate infrastructure, including the costs
associated with being a public company. Without additional funding, we believe that we will not have sufficient
funds to meet our obligations beyond October 2013. These conditions give rise to substantial doubt as to our
ability to continue as a going concern. The accompanying consolidated financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

We plan to continue to fund our losses from operations and capital funding needs through public or private

equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government grants or
other arrangements. However, we cannot be sure that such additional funds will be available on reasonable terms,
or at all. If we are unable to secure adequate additional funding, we may be forced to make reductions in
spending, extend payment terms with suppliers, liquidate assets where possible, and/or suspend or curtail planned
programs. In addition, if we do not meet our payment obligations to third parties as they come due, we may be
subject to litigation claims. Even if we are successful in defending against these claims, litigation could result in
substantial costs and be a distraction to management. Any of these actions could materially harm our business,
results of operations, and future prospects.

Our actual cash requirements may vary materially from those now planned, however, because of a number

of factors, including the actual costs incurred to effect and support the IgDraSol Transactions and related
operating activities, the pursuit of development of product candidates, competitive and technical advances, costs
of commercializing any potential product candidates, and costs of filing, prosecuting, defending and enforcing
any patent claims and any other intellectual property rights. If we are unable to raise additional funds when
needed, we may not be able to develop any product candidates, we could be required to delay, scale back or
eliminate some or all of our research and development programs and we may need to wind down our operations
altogether. Each of these alternatives would have a material adverse effect on our business.

If we raise additional funds by issuing equity securities, substantial dilution to existing stockholders would

result. If we raise additional funds by incurring debt financing, the terms of the debt may involve significant cash
payment obligations as well as covenants and specific financial ratios that may restrict our ability to operate our
business.

In its report on our consolidated financial statements for the year ended December 31, 2012, our

independent registered public accounting firm included an explanatory paragraph expressing substantial doubt
regarding our ability to continue as a going concern. A “going concern” opinion means, in general, that our
independent registered public accounting firm has substantial doubt about our ability to continue our operations
without continuing infusions of capital from external sources and this opinion could impair our ability to finance
our operations through the sale of debt or equity securities or commercial bank loans. Our ability to continue as a
going concern depends, in large part, on our ability to obtain additional financing, which is uncertain. If we are
unable to to do so, our business would be jeopardized and we may not be able to continue operations and have to
liquidate our assets and may receive less than the value at which those assets were carried on our consolidated
financial statements, and in this event it is likely that investors will lose all or part of their investment.

Additionally, recent global market and economic conditions have been unprecedented and challenging with
tighter credit conditions and recession in most major economies. As a result of these market conditions, the cost
and availability of credit has been and may continue to be adversely affected by illiquid credit markets and wider
credit spreads. Concern about the stability of the markets generally and the strength of counterparties specifically
has led many lenders and institutional investors to reduce, and in some cases, cease to provide credit to
businesses and consumers. These factors have led to a decrease in spending by businesses and consumers alike,
and a corresponding decrease in global infrastructure spending. Continued turbulence in the U.S. and
international markets and economies and prolonged declines in business and consumer spending may adversely
affect our liquidity and financial condition, including its ability to access the capital markets to meet liquidity
needs.

30

Further, the NIH has notified all grant recipients that due to the current Congressional budget sequestration,
the NIH may not be able to issue continuation awards, or it may be required to negotiate a reduction in the scope
of existing awards to meet the constraints imposed. Additionally, plans for new grants or cooperative agreements
may be re-scoped, delayed, or canceled depending on the nature of the work and the availability of resources. As
a result, we cannot assure you that we will receive the funding under our existing NIH grants, and we may not be
successful in securing additional grants from the NIH in the future.

Related Party Transactions. There were no related party transactions in 2011. In December 2011, we
entered into a Stock Purchase Agreement and issued 12,500,000 shares of common stock, in a private placement
transaction, at $0.16 per share for aggregate gross proceeds of $2,000,000. In May 2012, pursuant to the
December 2011 Stock Purchase Agreement, as amended and restated, we issued 37,500,000 shares of common
stock, in a private placement transaction, at $0.16 per share for aggregate gross proceeds of $6,000,000.
6,250,000 of the shares were purchased by an investor, Hongye SD Group, LLC, of which Dr. Henry Ji, our
Chief Executive Officer and President, is a managing director.

Critical Accounting Policies

Our consolidated financial statements are prepared in accordance with generally accepted accounting

principles. The preparation of these consolidated financial statements requires us to make estimates and
assumptions that affect the reported amounts of assets, liabilities, revenues, expenses and related disclosures. We
evaluate our estimates and assumptions on an ongoing basis. Our estimates are based on historical experience
and various other assumptions that we believe to be reasonable under the circumstances. Our actual results could
differ from these estimates.

We believe the following accounting policies and estimates are most critical to aid in understanding and

evaluating our reported financial results.

Cash and Cash Equivalents. We consider all highly liquid investments purchased with original maturities of

three months or less to be cash equivalents. We minimize our credit risk associated with cash and cash
equivalents by periodically evaluating the credit quality of our primary financial institution. The balance at times
may exceed federally insured limits. As of December 31, 2012, we have not experienced any losses on such
accounts.

Stock-Based Compensation. We account for stock-based compensation in accordance with authoritative
guidance for stock-based compensation, which requires us to measure the cost of employee services received in
exchange for equity incentive awards, including stock options, based on the grant date fair value of the award.
The fair value is estimated using the Black-Scholes option pricing model. The resulting cost is recognized over
the period during which the employee is required to provide services in exchange for the award, which is usually
the vesting period. We recognize compensation expense over the vesting period using the straight-line method
and classify these amounts in the consolidated statements of operations based on the department to which the
related employee reports. To the extent that we issue future stock incentive awards to employees, our stock-based
compensation expense will be increased by the additional unearned compensation resulting from such additional
issuances.

We account for equity instruments, including restricted stock or stock options, issued to non-employees in

accordance with authoritative guidance for equity based payments to non-employees. Stock options issued to
non-employees are accounted for at their estimated fair value determined using the Black-Scholes option-pricing
model. The fair value of options granted to non-employees is re-measured as they vest, and the resulting increase
in value, if any, is recognized as expense during the period the related services are rendered. Restricted stock
issued to non-employees is accounted for at its estimated fair value upon vesting. We evaluate the assumptions
used to value stock awards to non-employees on a periodic basis. If factors change and we employ different
assumptions, including any significant change in the estimated fair value of common stock, stock-based
compensation expense may differ significantly from what we have recorded historically. In addition, to the extent

31

that we issue future stock incentive awards to non-employees, our stock-based compensation expense will be
increased by the additional unearned compensation resulting from such additional issuances.

Revenue Recognition. Our revenues are generated from grant awards and a Collaboration Agreement. The

revenue from grant awards is based upon subcontractor costs and internal costs incurred that are specifically
covered by each grant, and where applicable, plus a facilities and administrative rate that provides funding for
overhead expenses. These revenues are recognized when expenses have been incurred by subcontractors or when
we incur internal expenses that are related to the grant. The revenue from the Collaboration Agreement is derived
from the completion of certain development services and the reimbursement of certain development costs
incurred to provide such development services as provided for in the Collaboration Agreement. Revenue from
upfront, nonrefundable service fees are recognized when earned, as evidenced by written acknowledgement from
the collaborator, or other persuasive evidence that all service deliverables have been achieved, provided that the
service deliverables are substantive and their achievability was not reasonably assured at the inception of the
Collaboration Agreement. Any amounts received prior to satisfying our revenue recognition criteria are recorded
as deferred revenue.

Off-Balance Sheet Arrangements

From our inception through December 31, 2012, we did not engage in any off-balance sheet arrangements,

as defined in Item 303(a)(4) of Regulation S-K.

Recent Accounting Pronouncements

Refer to Note 2, “Nature of Operations and Summary of Significant Accounting Polices,” in the

accompanying notes to the consolidated financial statements for a discussion of recent accounting
pronouncements.

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.

As a smaller reporting company, as defined by Item 10(f)(1) of Regulation S-K, we are not required to

provide the information set forth in this Item.

Item 8.

Financial Statements and Supplementary Data.

Our consolidated financial statements and supplementary data required by this item are set forth at the

pages indicated in Item 15(a)(1) and (a)(2), respectively, of this Form 10-K.

Item 9.

Changes in and Disagreements With Accountants on Accounting and Financial Disclosure.

None.

Item 9A. Controls and Procedures.

Conclusion Regarding the Effectiveness of Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be

disclosed in our reports filed under the Securities Exchange Act of 1934, as amended, or the Exchange Act, is
recorded, processed, summarized and reported within the time periods specified in the SEC’s regulations, rules
and forms and that such information is accumulated and communicated to our management, including our chief
executive officer and chief financial officer, as appropriate, to allow for timely decisions regarding required
disclosure.

In designing and evaluating the disclosure controls and procedures, management recognizes that any
controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of

32

achieving the desired control objectives, and management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. As required by Rule 13a-15(b) promulgated by the
SEC under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of
our management, including our chief executive officer and chief financial officer, of the effectiveness of the
design and operation of our disclosure controls and procedures as of the end of the period covered by this Form
10-K. Based on the foregoing, our chief executive officer and chief financial officer concluded that our
disclosure controls and procedures were effective as of the end of the period covered by this Form 10-K.

Management’s Annual Report on Internal Control Over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial

reporting, as such term is defined in Rule 13a-15(f) promulgated by the SEC under the Exchange Act. All
internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems
determined to be effective can provide only reasonable assurance with respect to financial statement preparation
and presentation. Under the supervision and with the participation of our management, including our chief
executive officer and chief financial officer, we conducted an evaluation of the effectiveness of our internal
control over financial reporting based on the framework in Internal Control—Integrated Framework issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on our evaluation under the
framework in Internal Control—Integrated Framework, our management concluded that our internal control over
financial reporting was effective as of December 31, 2012.

This Form 10-K does not include an attestation report of our registered public accounting firm regarding
internal control over financial reporting. Management’s report was not subject to attestation by our registered
public accounting firm pursuant to rules of the SEC that permit us to provide only management’s report in this
Form 10-K.

Changes in Internal Control Over Financial Reporting

There has been no change in our internal control over financial reporting during the quarter ended

December 31, 2012 that has materially affected, or is reasonably likely to materially affect, our internal control
over financial reporting.

Item 9B. Other Information.

None.

Item 10.

Directors, Executive Officers and Corporate Governance.

Directors and Executive Officers

PART III

The following table sets forth information concerning our executive officers and directors, including their

ages, as of March 22, 2013:

Name

Age

Title(s)

Dr. Henry Ji
Richard G. Vincent
Dr. David Webb
Dr. Ernst-Guenter Afting
Cam Gallagher
Dr. Kim D. Janda
M. Scott Salka

48 Director, Chief Executive Officer and President
49 Director, Chief Financial Officer and Secretary
68 Director
70 Director
43 Director
55 Director
51 Director

33

Henry Ji, Ph.D. co-founded and has served as a director of Sorrento Therapeutics, Inc. since January 2006,

served as its Chief Scientific Officer from November 2008 to September 2012, as its Interim Chief Executive
Officer from April 2011 to September 2012, and as its Chief Executive Officer and President since September
2012. Dr. Ji also served as our Secretary from September 2009 to June 2011. In 2002, Dr. Ji founded BioVintage,
Inc., a research and development company focusing on innovative life science technology and product
development, and has served as its President since 2002. From 2001 to 2002, Dr. Ji served as Vice President of
CombiMatrix Corporation, a publicly traded biotechnology company that develops proprietary technologies,
including products and services in the areas of drug development, genetic analysis, molecular diagnostics and
nanotechnology. During his tenure at CombiMatrix, Dr. Ji was responsible for strategic technology alliances with
biopharmaceutical companies. From 1999 to 2001, Dr. Ji served as Director of Business Development, and in
2001 as Vice President, of Stratagene Corporation (later acquired by Agilent Technologies, Inc.) where he was
responsible for novel technology and product licensing and development. In 1997, Dr. Ji co-founded Stratagene
Genomics, Inc., a wholly owned subsidiary of Stratagene Corporation, and served as its President and Chief
Executive Officer from its founding until 1999. Dr. Ji is the holder of several issued and pending patents in the
life science research field and is the sole inventor of Sorrento Therapeutics Inc.’s intellectual property. Dr. Ji has
a Ph.D. in Animal Physiology from the University of Minnesota and a B.S. in Biochemistry from Fudan
University.

Dr. Ji has demonstrated significant leadership skills as President and Chief Executive Officer of Stratagene

Genomics, Inc. and Vice President of CombiMatrix Corporation and Stratagene Corporation and brings more
than 18 years of biotechnology and biopharmaceutical experience to his position on our board of directors.
Dr. Ji’s extensive knowledge of the industry in which we operate, as well as his unique role in our day-to-day
operations as our Chief Executive Officer and President, allows him to bring to our board of directors a broad
understanding of the operational and strategic issues we face.

Richard G. Vincent joined us in January 2010, and served as our Chief Financial Officer, on a part-time

basis, from February 2010 to September 2012 and has served as our Chief Financial Officer on a full time basis
since September 2012. Since April 2008, Mr. Vincent has also served as a contract Chief Financial Officer for
various other companies, including Elevation Pharmaceuticals, Inc., Meritage Pharma, Inc., Genoa
Pharmaceuticals, Inc., Verus Pharmaceuticals, Inc., Chumby Industries, Inc. and Suneva Medical, Inc. From
October 2004 to March 2009, Mr. Vincent served as Chief Financial Officer of Verus Pharmaceuticals, Inc., a
specialty pharmaceutical company focused on developing and commercializing pediatric drug/device
combination products for the treatment of asthma, allergies, and related diseases and conditions. From October
2003 to October 2004, Mr. Vincent served as Chief Financial Officer of Women First HealthCare, Inc., a public
specialty pharmaceutical company focused on women’s healthcare and dermatology. Mr. Vincent also served as
Senior Director of Finance for Elan Pharmaceuticals, Inc., a public biopharmaceutical company engaged in
research, development and commercial activities primarily in neuroscience, autoimmune and severe chronic pain,
from October 2001 to October 2003. From November 1995 to October 2001, Mr. Vincent served in various
senior management capacities for several wireless and technology companies. From 1987 to 1995, Mr. Vincent
held a number of positions with Deloitte & Touche LLP, the last of which was senior manager, where he
specialized in emerging growth and publicly-reporting companies. Mr. Vincent became a Certified Public
Accountant in California in 1989 and holds a B.S. degree in business with an emphasis in accounting from San
Diego State University.

Mr. Vincent brings over 20 years of experience serving in key financial roles (including as chief financial
officer for various companies) in a variety of privately-held and publicly-traded companies in the pharmaceutical
and biopharmaceutical industries as well as serving in the public accounting industry for over nine years. He
combines general business expertise and capital-raising experience, with a deep knowledge of financial matters
and financial reporting obligations of a public company. In addition, Mr. Vincent has extensive corporate
governance and operational management experience with both privately-held and publicly-traded companies,
giving him a deep understanding of the challenges faced by public companies and allowing him to bring a variety
of viewpoints and perspectives to our board of directors.

34

David Webb, Ph.D. Since 2006 to the present, Dr. Webb has served on the Board of Directors of BIOCOM

and Connect. Since August 2011, Dr. Webb has served as a member of the Board of Directors of the La Jolla
Institute of Allergy and Immunology, and became Adjunct Professor, Department of Molecular Biology at The
Scripps Research Institute in June 2011. Dr. Webb joined Celgene Corporation—San Diego in 2003 as Vice
President, Research and in 2006 also became site head, Celgene, San Diego and retired in that role in June 2011.
Celgene is a publicly-traded global biopharmaceutical company primarily engaged in the discovery, development
and commercialization of innovative therapies designed to treat cancer and immune-inflammatory related
diseases. Between 1995 and 2003, he held a series of senior management positions in several biotechnology
companies where he developed and led drug discovery programs focused on inflammation, asthma, cancer and
diabetes. These include Syrrx, OSI Pharmaceuticals, and Cadus Pharmaceutical Corporation where he was Vice
President of Research and Chief Scientific Officer from 1995 to 1999 and adjunct professor of Microbiology and
Immunology at New York Medical College. From 1987 to 1995, Dr. Webb was at Syntex, Inc. where he held the
positions of Distinguished Scientist and later, Director, Institute of Immunology and Biological Sciences and was
also a Consulting Professor of Cancer Biology at Stanford University. From 1973 to 1987, he was a member of
the Department of Cell Biology, Roche Institute of Molecular Biology and Adjunct Associate Professor at
Columbia University, College of Physicians and Surgeons. Dr. Webb earned his Ph.D. in Microbiology/
Immunology at Rutgers, The State University of New Jersey-New Brunswick, and a B.A., M.A. in Biology from
California State University-Fullerton.

Dr. Webb’s experience and qualifications for Board membership include his extensive background in the
drug discovery, pre-clinical and clinical development, organizational development, including strategies and drug
development programs, project management from target validation through lead optimization to full drug
approval, business development expertise, development and managed research alliances for both domestic and
international pharmaceutical and biotechnology companies, international project formation, profit and loss
responsibilities, and development and management.

Ernst-Guenter Afting previously served as a director of the Company from September 2009 through
April 1, 2010. From 1995 until his retirement in 2006, Dr. Afting served as President and Chief Executive
Officer of the National Research Center for Environment and Health, GSF-National Research Center for
Environment and Health GmbH, a governmental research center in Munich, Germany. From 1993 to 1995, he
served as President and Chief Executive Officer of Roussel UCLAF, Paris, a pharmaceutical company. He was
also a member of the board of directors of the Pharmaceutical Division of Hoechst Group from 1984 to 1993 and
was chairman and Chief Executive Officer of the Divisional Pharmaceutical Board of Hoechst from 1992 to
1993. Dr. Afting was a member of the Advisory Committee on Science and Technology to German Chancellor
Helmut Kohl from 1996 to 1997 and from 1996 to 2005 was a member of the German National Advisory
Committee on Health Research to the State Secretaries of Science, Technology and Health. Dr. Afting has been a
member of the medical faculty at the University of Goettingen since 1985. Dr. Afting currently serves on the
boards of Intercell AG, Enanta Pharmaceuticals, Inc., and Olympus Europa GmbH. He received his Ph.D. in
Chemistry and M.D. from the University of Freiburg/Breisgau, Germany.

With over 20 years of experience serving in key senior executive roles (including as president and chief
executive officer) and as an active board member in a variety of privately-held and publicly-traded companies in
the pharmaceutical and drug industries, Dr. Afting brings to our board of directors critical insights into the
operational requirements of a public company. Dr. Afting’s experience and knowledge of the global
biotechnology industry provides needed information to our board of directors and management and will be
valuable to our overall business and strategies relating to our ongoing development efforts and transition to
commercial activities.

Cam Gallagher has served as a director since September 2012. Mr. Gallagher currently serves as the sole

Managing Director of Nerveda, LLC, a life science seed fund he founded in June 2009. Previously, from
September 2007 until June 2009, Mr. Gallagher served as President and Chief Executive Officer of Nerveda,
Inc., a privately held specialty pharmaceutical company in San Diego, California. Since October 2008,

35

Mr. Gallagher has served as Chairman of the Board of Directors of DioGenix, Inc., a privately held molecular
diagnostic company in Gaithersburg, Maryland. Mr. Gallagher is currently acting as the Senior Vice President of
Business Development for Neurelis, Inc, a privately held specialty pharmaceutical company in San Diego,
California. From December 2004 through June 2007, Mr. Gallagher served in various senior marketing positions
of increasing responsibility at Verus Pharmaceuticals, Inc., a privately held specialty pharmaceutical company in
San Diego, California. Mr. Gallagher holds an M.B.A. from the University of San Diego and a B.S. in Business
Administration from the Ohio University.

Mr. Gallagher’s experiences in raising capital as a fund manager, President and Chief Executive Officer of a
startup company, affiliations with multiple entrepeneurs across various therapeutic areas, and commercialization
expertise with various biotechnology companies bring a great business and practical understanding of our
industry. Mr. Gallagher brings a broad understanding of the operational, financial and strategic issues facing
companies and his experience in all aspects of early commercial-stage companies provides valuable insight and
perspective to our board of directors.

Kim D. Janda, Ph.D. has served as a director since April 2012. Dr. Janda has served as Ely R. Callaway, Jr.
Chaired Professor in the Departments of Chemistry, Immunology and Microbial Science at The Scripps Research
Institute since 1996 and as the Director of the Worm Institute of Research and Medicine (WIRM) at The Scripps
Research Institute since 2005. Furthermore, Dr. Janda has served as a Skaggs Scholar within the Skaggs Institute
of Chemical Biology, also at The Scripps Research Institute, since 1996. Dr. Janda holds a B.S. degree from the
University of South Florida in Clinical Chemistry and a doctoral degree from the University of Arizona with
Robert B. Bates in natural product total synthesis. A hallmark of his research is that Dr. Janda has been able to
uniquely combine principles of medicinal chemistry together with modern molecular biology, immunology and
neuropharmacology, allowing the creation of both synthetic/natural molecules and processes with biological,
chemical and physical properties. Dr. Janda has published over 425 original publications in refereed journals and
founded the biotechnological companies CombiChem, Drug Abuse Sciences and AIPartia. Dr. Janda is associate
editor of Bioorg. & Med. Chem., PloS ONE and serves, or has served, on editorial boards of numerous journals
including J. Comb. Chem., Chem. Reviews, J. Med. Chem., The Botulinum Journal, Bioorg. & Med. Chem.
Lett., and Bioorg. & Med. Chem. Over a career of almost 25 years, Dr. Janda has provided numerous seminal
contributions and is considered one of the first scientists to merge chemical and biological approaches into a
cohesive research program. Dr. Janda serves on the Scientific Advisory Boards of Materia, Inc. and Singapore
Ministry of Education (MOE), EP1 Physical Sciences.

Dr. Janda has almost 25 years of experience in life sciences and a very strong technical expertise relating to

the discovery and development of antibody therapeutics, which gives him a unique understanding of the
operational challenges and opportunities facing our company. As an experienced scientist and inventor on
multiple patents in the life science industry, Dr. Janda brings critical insights into the operational requirements of
a discovery and development antibody company as well as to our overall business and strategies relating to our
ongoing development efforts, and serves as the chair of our Scientific Advisory Board.

M. Scott Salka has served as a director since February 2012. Mr. Salka currently serves as CEO of
Aspyrian, CendR, and Vesper Biologics, all biotechnology companies. Previously, from 2001-2010, Mr. Salka
served as CEO of Ambit Biosciences, a biotechnology company in San Diego, California. Since 2009, Mr. Salka
has served on the Board of Directors of San Diego State University School of Business and has served on the
Board of Directors of BIOCOM, the largest regional life science association in the world, since 2007. Mr. Salka
holds an MBA from Carnegie Mellon University and a B.S. in Finance from San Diego State University.

Mr. Salka’s experience as a CEO of multiple biotechnology companies and knowledge of the biotechnology

industry bring a great business and practical understanding of our industry. Mr. Salka brings a broad
understanding of the operational, financial and strategic issues facing companies and his experience in all aspects
of early-stage companies provides valuable insight and perspective to the Board.

36

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, or the Exchange Act, requires our
directors and executive officers, and persons who beneficially own more than ten percent of a registered class of
our equity securities, to file with the SEC initial reports of ownership and reports of changes of ownership of
common stock and our other equity securities. Officers, directors and greater than ten percent stockholders are
required by SEC regulation to furnish us with copies of all Section 16(a) forms they file.

To our knowledge, based solely on a review of the copies of such reports furnished to us and written
representations that no other reports were required, during the fiscal year ended December 31, 2012, no officer,
director or greater than ten percent beneficial owner was delinquent with their Section 16(a) filing requirements.

Code of Ethics

We have adopted the Sorrento Therapeutics, Inc. Code of Business Conduct and Ethics that applies to all of

our employees, executive officers and directors. The Code of Business Conduct and Ethics is available to
stockholders on our Internet website at www.sorrentotherapeutics.com under “Corporate Governance.” If we
make any substantive amendments to our Code of Business Conduct and Ethics or grant any waiver from a
provision of the Code of Business Conduct and Ethics to any executive officer or director, we will promptly
disclose the nature of the amendment or waiver on our Internet website at www.sorrentotherapeutics.com under
“Corporate Governance” and/or in our public filings with the SEC.

Consideration of Director Nominees

Director Qualifications

There are no specific minimum qualifications that our Board of Directors, or the Board, requires to be met

by a director nominee recommended for a position on our Board, nor are there any specific qualities or skills that
are necessary for one or more members of our Board to possess, other than as are necessary to meet the
requirements of the rules and regulations applicable to us. The Board considers a potential director candidate’s
experience, areas of expertise and other factors relative to the overall composition of our Board and its
committees, including the following characteristics:

•

•

•

•

•

•

•

•

the highest ethical standards and integrity and a strong personal reputation;

a background that provides experience and achievement in business, finance, biotechnology or other
activities relevant to our business and activities;

a willingness to act on and be accountable for Board and, as applicable, committee decisions;

an ability to provide wise, informed and thoughtful counsel to management on a range of issues
affecting us and our stockholders;

an ability to work effectively and collegially with other individuals;

loyalty and commitment to driving our success and increasing long-term value for our stockholders;

sufficient time to devote to Board and, as applicable, committee membership and matters; and

the independence requirements imposed by the SEC and the NYSE Amex.

The Board retains the right to modify these qualifications from time to time.

Security Holder Nominations

The Board will consider director candidates recommended by our stockholders of record. The Board does
not intend to alter the manner in which it evaluates candidates, including the minimum criteria set forth above,
based on whether a candidate was recommended by a stockholder of record or not. Stockholders of record who
wish to recommend individuals for consideration by the Board to become nominees for election to the Board at

37

an annual meeting of stockholders must do so by delivering a written recommendation to the Board, c/o Sorrento
Therapeutics, Inc., 6042 Cornerstone Ct. West, Suite B, San Diego, California 92121, Attn: Corporate Secretary,
no later than the close of business on the 45th day nor earlier than the 75th day prior to the anniversary date of
the initial mailing of our proxy statement for our preceding year’s annual meeting of stockholders. However, if
the meeting date is more than 30 days before or after the 1 year anniversary of the preceding year’s annual
meeting of stockholders, written recommendations must be received by the Secretary at the principal executive
offices by not later than the close of business on the later of (i) the 90th day before such annual meeting or
(ii) the 10th day following the day on which public announcement (as defined in our bylaws) of the date of such
meeting is first made. Each written recommendation must set forth, among other information:

•

•

•

•

•

•

•

•

the name and address of the stockholder of record and any beneficial owner on whose behalf the
nomination is being made;

the class, series and number of our shares, and any of our convertible securities, that are beneficially
owned by the stockholder of record and any beneficial owner on whose behalf the nomination is being
made;

any proxy, contract, arrangement, understanding or relationship pursuant to which the stockholder of
record and any beneficial owner on whose behalf the nomination is being made has the right to vote
any of our voting securities;

any “short” interest in our securities held by the stockholder of record and any beneficial owner on
whose behalf the nomination is being made;

the proposed director candidate’s name, age, business address and residential address;

complete biographical information for the proposed director candidate, including the proposed director
candidate’s principal occupation or employment and business experience for at least the previous five
years;

the class and number of our shares that are beneficially owned by the proposed director candidate as of
the date of the written recommendation; and

any other information relating to the proposed director candidate that is required to be disclosed in
solicitations for proxies for election of directors pursuant to Regulation 14A promulgated under the
Exchange Act.

Director candidate nominations from stockholders must be provided in writing and must include the written

consent of each proposed nominee to serve as director if so elected.

If a proposed director candidate is recommended by a security holder in accordance with the procedural
requirements discussed above, the Corporate Secretary will provide the foregoing information to the Board.

Board Leadership Structure

We have a separate Chairman of the Board, Dr. David Webb, and Chief Executive Officer, Dr. Henry Ji. We
believe that having an independent director serve as our Chairman allows our Chief Executive Officer to focus on
our business, while allowing the Chairman of the Board to fulfill his fundamental Board leadership role, which
includes providing advice to and independent oversight of our Board.

The Chairman of the Board role requires significant additional commitment, particularly as the Board’s
oversight responsibilities continue to grow due to our expanding business operations. Our Board is committed to
good corporate governance and believes that it is appropriate for an independent, highly-qualified, director to
serve as its Chairman.

Our Chairman of the Board is responsible for the orderly functioning of our Board and enhancing its

effectiveness. Our Chairman guides Board processes, provides input on agenda items and presides at Board
meetings. Our Chairman additionally acts as a liaison between our Board members and our executive

38

management team, consulting regularly and providing guidance on Board-related matters. In the absence of the
Chairman, another independent director typically presides at meetings of the Board.

Board’s Role in Risk Oversight

Our Board has an active role, as a whole and also at the committee level, in overseeing management of our
risks. The Board regularly reviews information regarding our credit, liquidity and operations, as well as the risks
associated with each. Our Compensation Committee is responsible for overseeing the management of risks
relating to our executive compensation plans and arrangements. Our Audit Committee oversees management of
financial risks and manages risks associated with the independence of the Board of Directors and potential
conflicts of interest and oversees management of risks associated with health and safety concerns. While each
committee is responsible for evaluating certain risks and overseeing the management of such risks, our entire
Board is informed about such risks by the committees.

Information Regarding Board Committees

Our Board has established standing Audit and Compensation Committees to devote attention to specific

subjects and to assist it in the discharge of its responsibilities. Both committees operate under a written charter
adopted by our Board, each of which is available on our Internet website at www.sorrentotherapeutics.com under
“Corporate Governance.” In February 2012, our Board formed a Science Committee which is currently
comprised of Drs. Janda (Chairperson), Afting and Salka to provide assistance to the Board in fulfilling its
oversight responsibilities relating to: (i) our research and development and technology strategies and initiatives;
and (ii) significant trends in science and technology and the potential impact of such trends on our business and
operations.

Audit Committee

We have a separately designated standing Audit Committee established in accordance with

Section 3(a)(58)(A) of the Exchange Act. Our Audit Committee is currently comprised of Mr. Salka, Dr. Afting
and Mr. Gallagher. Mr. Salka serves as the Chairperson of the Audit Committee. The functions of this Committee
include, among others:

•

•

•

evaluating our independent registered public accountant’s qualifications, independence and
performance;

determining the engagement of our independent auditors;

approving the retention of our independent auditors to perform any proposed audit and permissible
non-audit services;

• monitoring the rotation of partners of our independent auditors on our engagement terms as required by

•

•

•

•

law;

reviewing our financial statements;

reviewing our critical accounting policies and estimates;

discussing with our management and our independent auditors the results of the annual audit and the
review of our quarterly financial statements; and

reviewing and evaluating, at least annually, the performance of the Audit Committee and its members,
including compliance of the Audit Committee with its charter.

Typically, the Audit Committee meets at least quarterly and with greater frequency if necessary. Our Board
has adopted a written charter of the Audit Committee that is available to stockholders on our Internet website at
www.sorrentotherapeutics.com under “Corporate Governance.”

Our common stock is quoted on the OTCBB. Since the OTCBB does not have rules regarding independence
of audit committee members, the Board makes its determination as to the independence of our Audit Committee
members based on the definition of “independence” as defined under the rules of the NYSE Amex. Under the
applicable rules and regulations of the NYSE Amex, each member of a company’s audit committee must be
considered independent in accordance with Section 803A of the NYSE Amex LLC Company Guide and Rule

39

10A-3(b)(1) under the Exchange Act. Our Board reviews the NYSE Amex standards and Exchange Act
definitions of independence for Audit Committee members on an annual basis and has determined that all
members of our Audit Committee are independent (as independence is currently defined in Section 803A of the
NYSE Amex Listed Company Manual). Our Board has determined that all members of our Audit Committee
also meet the requirements for financial literacy under the NYSE Amex listing standards.

Our Board has determined that Mr. Salka is an audit committee financial expert, as defined under applicable

SEC rules, and that both Dr. Afting and Mr. Gallagher meet the background and financial sophistication
requirements under Section 803A of the NYSE Amex LLC Company Guide. In making these determinations, the
Board made a qualitative assessment of Dr. Afting and Mr. Gallagher’s level of knowledge and experience based
on a number of factors, including his formal education and experience. Both our independent registered public
accounting firm and internal financial personnel regularly meet privately with our Audit Committee and have
unrestricted access to this committee.

REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS

Our Audit Committee is composed of “independent” directors, as determined in accordance with
Section 803A of the NYSE Amex LLC Company Guide and Rule 10A-3 of the Exchange Act. The Audit
Committee operated pursuant to a written charter adopted by the Board, a copy of which may be viewed on our
Internet website at www.sorrentotherapeutics.com under “Corporate Governance.”

As described more fully in its charter, the purpose of the Audit Committee is to assist our Board with its

oversight responsibilities regarding the integrity of our financial statements, our compliance with legal and
regulatory requirements, assessing the independent registered public accounting firm’s qualifications and
independence and the performance of the persons performing internal audit duties for us and the independent
registered public accounting firm. Management is responsible for preparation, presentation and integrity of our
financial statements as well as our financial reporting process, accounting policies, internal audit function,
internal accounting controls and disclosure controls and procedures. The independent registered public
accounting firm is responsible for performing an independent audit of our financial statements in accordance
with Standards of the Public Company Accounting Oversight Board and to issue a report thereon. The Audit
Committee’s responsibility is to monitor and oversee these processes. The following is the Audit Committee’s
report submitted to the Board for 2012.

The Audit Committee has:

•

•

•

reviewed and discussed our audited consolidated financial statements with management and Mayer
Hoffman McCann P.C., the independent registered public accounting firm;

discussed with Mayer Hoffman McCann P.C. the matters required to be discussed by AU Section 380,
Communications with Audit Committees, as may be modified or supplemented; and

received from Mayer Hoffman McCann P.C. the written disclosures and the letter regarding their
communications with the Audit Committee concerning independence as required by the Public
Company Accounting Oversight Board and discussed the auditors’ independence with them.

In addition, the Audit Committee has met separately with management and with Mayer Hoffman

McCann P.C.

Based on the review and discussions referred to above, the Audit Committee recommended to the Board that
the audited consolidated financial statements be included in our Annual Report on Form 10-K for the year ended
December 31, 2012 for filing with the Securities and Exchange Commission.

Audit Committee

Mr. M. Scott Salka
Dr. Ernst Guenter Afting
Mr. Cam Gallagher

40

This foregoing audit committee report is not “soliciting material,” is not deemed “filed” with the SEC, and
shall not be deemed incorporated by reference by any general statement incorporating by reference this Annual
Report on Form 10-K into any filing of ours under the Securities Act of 1933, as amended, or under the Securities
Exchange Act of 1934, as amended, except to the extent we specifically incorporate this report by reference.

Item 11.

Executive Compensation.

Compensation Committee

Our Compensation Committee is comprised of Dr. Janda, Dr. Webb and Mr. Salka. Dr. Janda serves as the

Chairperson of our Compensation Committee. The functions of this committee include, among others:

•

•

•

•

•

•

•

determining the compensation and other terms of employment of our executive officers and reviewing
and approving corporate performance goals and objectives relevant to such compensation;

evaluating and recommending the type and amount of compensation to be paid or awarded to our
Board members;

evaluating and recommending to our Board the equity incentive plans, compensation plans and similar
programs advisable for us, as well as modification or termination of existing plans and programs;

administering our equity incentive plans;

establishing policies with respect to equity compensation arrangements;

reviewing and approving the terms of any employment agreements, severance arrangements, change in
control protections and any other compensatory arrangements for our executive officers; and

reviewing and evaluating, at least annually, the performance of the Compensation Committee and its
members, including compliance of the Compensation Committee with its charter.

Our Board has adopted a written charter of the Compensation Committee that is available to stockholders on

our Internet website at www.sorrentotherapeutics.com under “Corporate Governance.” The Compensation
Committee meets periodically throughout the year as necessary. The agenda for each meeting is usually
developed by the Chairperson of the Compensation Committee, in consultation with our Chief Executive Officer
and other representatives of senior management as necessary. The Compensation Committee meets regularly in
executive session. However, from time to time, various members of management and other employees as well as
outside advisors or consultants may be invited by the Compensation Committee to make presentations, provide
financial or other background information or advice or otherwise participate in Compensation Committee
meetings. The Chief Executive Officer may not participate in or be present during any deliberations or
determinations of the Compensation Committee regarding his compensation. The charter of the Compensation
Committee grants the Compensation Committee full access to all of our books, records, facilities and personnel,
as well as authority to obtain, at our expense, advice and assistance from internal and external legal, accounting
or other advisors and consultants and other external resources that the Compensation Committee considers
necessary or appropriate in the performance of its duties. In particular, the Compensation Committee has the sole
authority to retain or consult compensation consultants to assist in its evaluation of executive and director
compensation, including the authority to approve the consultant’s reasonable fees and other retention terms.

The Compensation Committee meets outside the presence of all of our executive officers, including the
named executive officers, in order to consider appropriate compensation for our Chief Executive Officer. For all
other named executive officers, the Compensation Committee meets outside the presence of all executive officers
except our Chief Executive Officer. The annual performance reviews of our executive officers are considered by
the Compensation Committee when making decisions on setting base salary, targets for and payments under our
bonus plan and grants of equity incentive awards. When making decisions on executive officers, the

41

Compensation Committee considers the importance of the position to us, the past salary history of the executive
officer and the contributions we expect the executive officer to make to the success of our business.

Compensation Philosophy

The primary goals of our Board with respect to executive compensation are to attract and retain talented and

dedicated executives, to tie annual and long-term cash and stock incentives to achievement of specified
performance objectives, and to create incentives resulting in increased stockholder value. To achieve these goals,
our Compensation Committee recommends to our Board executive compensation packages, generally comprising
a mix of salary, discretionary bonus and equity awards. Although we have not adopted any formal guidelines for
allocating total compensation between equity compensation and cash compensation, we have implemented and
maintain compensation plans that tie a substantial portion of our executives’ overall compensation to
achievement of corporate goals.

Summary Compensation Table

The following table provides information regarding the compensation earned during the years ended
December 31, 2012 and 2011 by our Chief Executive Officer and President and our Chief Financial Officer. We
refer to these individuals as our “named executive officers.” There are no other executive officers who earned in
excess of $100,000 for the year ended December 31, 2012.

Name and Principal Position

Henry Ji, Ph.D.(3)

Year

Salary
($)

Bonus
($)

Option
Awards
($) (1)

Fees Earned
Or Paid
in Cash
($)

All Other
Compensation
($) (2)

Total
($)

Chief Executive Officer and President . . . 2012 255,237 — 77,500
—

2011 240,000 —

—
—

19,255
22,371

351,992
262,371

Richard Vincent(4)

Chief Financial Officer . . . . . . . . . . . . . . . 2012 183,506 — 936,250(5) —
—

2011 117,525 — 63,500

4,739
—

1,124,495
181,025

(1) These amounts represent the aggregate grant date fair value of awards for grants of options to each named

executive officer in the relevant fiscal year, computed in accordance with FASB ASC Topic 718. The dollar
amounts listed do not necessarily reflect the dollar amounts of compensation actually realized or that may be
realized by our named executive officers. The value as of the grant date for stock options is recognized over
the number of days of service required for the stock option to vest in full. For a detailed description of the
assumptions used for purposes of determining grant date fair value, see Note 6 to the financial statements
included in this Annual Report on Form 10-K.

(2) The amounts in this column consist of health and welfare benefits for Dr. Ji in 2012 and 2011 and for

Mr. Vincent in 2012.

(3) Dr. Ji served as our Chief Scientific Officer from November 2008 through September 2012, has served as a

director since January 2006, as our Chief Executive Officer since April 2011 and as President since
September 2012.

(4) Mr. Vincent was appointed Chief Financial Officer in February 2010 and served us, on a part time basis,
from January 2010 through September 2012. Mr. Vincent has served us on a full time basis as our Chief
Financial Officer since September 2012.

(5) Pursuant to a Stock Option Cancellation Agreement and Option Amendment dated as of September 30,

2012, Mr. Vincent forfeited an option to purchase 725,000 shares of common stock. This amount represents
the aggregate grant date fair value of awards for grants of options Mr. Vincent received for the fiscal year
ended December 31, 2012, including such forfeited option. The aggregate grant date fair value of the
forfeited option was $217,500.

42

We paid no perquisites or other personal benefits to our executive officers during the years ended

December 31, 2012 and 2011.

OUTSTANDING EQUITY AWARDS AT DECEMBER 31, 2012

The following table presents the outstanding option awards held by each of our named executive officers as

of December 31, 2012.

Name

Henry Ji, Ph.D.

. . . . . . . .

Richard Vincent

. . . . . . .

Option Award

Number of
Securities
Underlying
Unexercised
Earned
Options (#)
Unexercisable

Number of
Securities
Underlying
Unexercised
Options (#)
Exercisable

Option
Exercise
Price
($) (3)

Option
Grant
Date

75,000
02/16/10(1)
02/06/12(1)
—
02/05/10(2) 100,000
03/07/11(1) 250,000
02/06/12(1)
31,250
09/30/12(4)

75,000
250,000

$0.07
$0.16
— $0.07
$0.14
$0.16
$0.16

250,000
93,750
— 2,275,000

Stock Awards

Number of
Shares or
Units of
Stock That
Have Not
Vested

Market Value
of Shares or
Units of Stock
That Have
Not Vested

—
—
—
—
—
—

—
—
—
—
—
—

Option
Expiration
Date

02/16/20
02/06/22
02/05/20
03/07/21
02/06/22
09/22/22

(1) All of the options vest and become exercisable as to 25% of the shares subject to the option on each of the

first four anniversaries of the date of grant.

(2) All of the options vested and became exercisable on February 15, 2011.
(3) Represents the fair market value of a share of our common stock, as determined by our Board, on the

option’s grant date.

(4) The options shall vest and become exercisable over a four-year period, with 1/4th of the shares subject to the

option vesting on September 22, 2013 and 1/48th of the shares subject to the option vesting following each
one-month period of service thereafter.

Elements of Compensation

We evaluate individual executive performance with a goal of setting compensation at levels the Board or
any applicable committee thereof believes are comparable with executives in other companies of similar size and
stage of development while taking into account our relative performance and our own strategic goals. The
compensation received by our named executive officers consists of the following elements:

Base Salary. Base salaries for our named executive officers are established based on the scope of their
responsibilities and individual experience, taking into account competitive market compensation paid by other
companies for similar positions within our industry.

Discretionary Annual Bonus. In addition to base salaries, our Board or the applicable committee thereof
has the authority to award discretionary annual bonuses to our named executive officers. The annual incentive
bonuses are intended to compensate officers for achieving corporate goals and value-creating milestones. No
bonuses were awarded during 2012 or 2011.

Equity-Based Incentives. Salaries and bonuses are intended to compensate our executive officers for short-

term performance. We also have adopted an equity incentive program intended to reward longer-term
performance and to help align the interests of our named executive officers with those of our stockholders. We
believe that long-term performance is achieved through an ownership culture that rewards performance by our
named executive officers through the use of equity incentives. Our equity incentive plan has been established to

43

provide our employees, including our named executive officers, with incentives to help align those employees’
interests with the interests of our stockholders.

When making equity-award decisions, the Compensation Committee considers market data, the grant size,
the forms of long-term equity compensation available to it under our existing plans and the status of previously
granted awards. The amount of equity incentive compensation granted reflects the executives’ expected
contributions to our future success. Existing ownership levels are not a factor in award determination, as the
Compensation Committee does not want to discourage executives from holding significant amounts of our stock.

Future equity awards that we make to our named executive officers will be driven by our sustained
performance over time, our named executive officers’ ability to impact our results that drive stockholder value,
their level of responsibility, their potential to fill roles of increasing responsibility, and competitive equity award
levels for similar positions in comparable companies. Equity forms a key part of the overall compensation for
each executive officer and is evaluated each year as part of the annual performance review process and incentive
payout calculation.

The amounts awarded to the named executive officers are based on the Compensation Committee’s
subjective determination of what is appropriate to incentivize the executives. Generally, the grants to named
executive officers vest over a four-year period with 25% vesting on each anniversary of the grant date. All equity
awards to our employees, including named executive officers, and to directors, have been granted and reflected in
our financial statements, based upon the applicable accounting guidance, with the exercise price equal to the fair
market value on the grant date based on the valuation determined by our Board.

Employment Agreements

Employment Agreement with Dr. Henry Ji. Dr. Ji is currently employed as our Chief Executive Officer and

President, and is a party to an employment agreement entered into on September 21, 2012, and amended on
October 18, 2012, or the Ji Employment Agreement. Pursuant to the Ji Employment Agreement, Dr. Ji will
receive an initial annual base salary of $262,500, which amount will be subject to increase each year at the
discretion of the Board or an authorized committee thereof. Dr. Ji will also be eligible to participate in an annual
incentive program established by the Board. Dr. Ji’s target annual incentive compensation under such incentive
program will be 60% of his then-applicable annual base salary. The annual bonus payable under the annual
incentive program will be based on the achievement of individual and Company performance goals to be
determined in good faith by the Board or an authorized committee of the Board. We have the right to terminate
Dr. Ji’s employment at any time with or without “cause” or upon Dr. Ji’s death or disability, each as defined in
the Ji Employment Agreement. Dr. Ji may resign with or without “good reason,” as defined in the Ji Employment
Agreement, upon 30 days written notice. Under such circumstances, Dr. Ji will be entitled to receive any accrued
but unpaid base salary as of the date of termination or resignation, any expenses owed to him and any amount
accrued and arising from his participation in, or vested benefits accrued under, any employee benefit plans,
programs or arrangements. The Ji Employment Agreement also includes provisions regarding severance. If Dr. Ji
is terminated without cause or resigns for good reason, he will also be entitled to 12 months of his then-
applicable base salary paid in a lump sum and 12 months of health care benefits continuation at our expense. If
we terminate Dr. Ji for cause or he resigns without good reason, he shall not be entitled to further compensation.
He shall have no obligation to seek other employment and any income so earned shall not reduce the foregoing
amounts. The Ji Employment agreement also contains standard confidentiality, non-competition and non-
solicitation covenants.

Employment Agreement with Richard Vincent. Mr. Vincent is currently employed as our Chief Financial

Officer, and is a party to an employment agreement entered into on September 21, 2012 and amended on
October 18, 2012, or the Vincent Employment Agreement. From January 2010 through September 2012,
Mr. Vincent was a party to a consulting agreement whereby he was serving as our Chief Financial Officer on a
part-time basis. Pursuant to the Vincent Employment Agreement, Mr. Vincent will receive an initial annual base

44

salary of $280,000, which amount will be subject to increase each year at the discretion of the Board or an
authorized committee thereof. Mr. Vincent will also be eligible to participate in an annual incentive program
established by the Board. Mr. Vincent’s target annual incentive compensation under such incentive program will
be 25% of his then-applicable annual base salary. The annual bonus payable under the annual incentive program
will be based on the achievement of individual and Company performance goals to be determined in good faith
by the Board or an authorized committee of the Board. We have the right to terminate Mr. Vincent’s employment
at any time with or without “cause” or upon Mr. Vincent’s death or disability, each as defined in the Vincent
Employment Agreement. Mr. Vincent may resign with or without “good reason,” as defined in the Vincent
Employment Agreement, upon 30 days written notice. Under such circumstances, Mr. Vincent will be entitled to
receive any accrued but unpaid base salary as of the date of termination or resignation, any expenses owed to him
and any amount accrued and arising from his participation in, or vested benefits accrued under, any employee
benefit plans, programs or arrangements. The Vincent Employment Agreement also includes provisions
regarding severance. If Mr. Vincent is terminated without cause or resigns for good reason, he will also be
entitled to 12 months of his then-applicable base salary paid in a lump sum and 12 months of health care benefits
continuation at our expense. If we terminate Mr. Vincent for cause or he resigns without good reason, he shall
not be entitled to further compensation. He shall have no obligation to seek other employment and any income so
earned shall not reduce the foregoing amounts. The Vincent Employment agreement also contains standard
confidentiality, non-competition and non-solicitation covenants.

Other Compensation. We intend to provide benefits and perquisites for our named executive officers at
levels comparable to those provided to other executive officers in our industry. Our Board or any applicable
committee thereof, in its discretion, may revise, amend or add to the benefits and perquisites of any named
executive officer as it deems it advisable and in the best interest of the Company and our stockholders.

Non-Employee Director Compensation

The following table summarizes the total compensation paid to or earned by each of our directors who

served during all or a portion of the year ended December 31, 2012.

Name (1)

Fees Earned or
Paid in Cash
($)

Option Awards
($) (2)

Total
($)

Glenn Halpryn(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. Curtis Lockshin(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. Jane Hsiao(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. Kim Janda . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Diane D-S. Tang-Liu(3) . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. David Webb(4) (5)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Scott Salka(6)
Cam Gallagher(4)
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. Ernst-Guenter Afting(4) . . . . . . . . . . . . . . . . . . . . . . . . .

5,273
5,273
5,273
14,828
3,773
9,583
13,328
7,986
9,583

42,000
24,900
18,000
166,500
22,200
157,500
162,200
140,000
140,000

47,273
30,173
23,273
181,328
25,973
167,083
175,528
147,986
149,583

(1) Dr. Ji, our Chief Executive Officer and President and Richard Vincent, our Chief Financial Officer, both
named executive officers, are not included in this table as they are employees and thus receive no
compensation for their service as directors. Dr. Ji’s and Mr. Vincent’s compensation for 2012 is included in
the Summary Compensation Table above.

(2) These amounts represent the aggregate grant date fair value of awards for grants of options to each listed

director for the fiscal year ended December 31, 2012, computed in accordance with FASB ASC Topic 718.
These amounts do not represent the actual amounts paid to or realized by the directors during the fiscal year
ended December 31, 2012. The value as of the grant date for stock options is recognized over the number of
months of service required for the stock option to vest in full. For a detailed description of the assumptions
used for purposes of determining grant date fair value, see Note 6 to the Consolidated Financial Statements
included in this Annual Report on Form 10-K. As of December 31, 2012, our non-employee directors held

45

the following number of options: Dr. Janda—947,500; Dr. Webb—450,000; Mr. Salka—475,000;
Mr. Gallagher—400,000; and Dr. Afting—440,000.

(3) Mr. Halpryn, Dr. Lockshin, Dr. Hsiao and Ms. Tang-Liu’s service on the Board ceased effective as of

September 6, 2012.

(4) Dr. Webb, Mr. Gallagher, and Dr. Afting were appointed to the Board effective as of September 6, 2012.
(5) Pursuant to a Stock Option Cancellation Agreement dated as of October 17, 2012, Dr. Webb forfeited an
option to purchase 37,500 shares of common stock which was issued in September 2011. This amount
represents the aggregate grant date fair value of awards for grants of options Dr. Webb received for the
fiscal year ended December 31, 2012, excluding such forfeited option. The aggregate grant date fair value of
the forfeited option was $4,987.

(6) Mr. Salka was appointed to the Board effective as of February 23, 2012.

Non-Employee Director Compensation Policy. We compensate non-employee members of our Board.

Directors who are also employees do not receive cash or equity compensation for service on our Board in
addition to compensation payable for their service as our employees.

From January 1, 2012 through September 5, 2012, each outside director received a quarterly fee of $1,500

for his or her service as a director.

Under our new non-employee director compensation policy, or Director Compensation Policy, which was

adopted as of September 6, 2012, or the Effective Date, and amended as of December 12, 2012, we provide cash
compensation in the form of an annual retainer of $25,000 for each non-employee director. We also pay an
additional annual retainer of $5,000 to the chairman of our Board and $5,000 to the chairman of each of the audit,
compensation and science committees. In addition, in the event our Board determines that a non-employee
director’s service at any time requires extraordinary efforts, such non-employee director shall be eligible to
receive additional compensation as may be approved by our Board in connection with such additional service.
We have reimbursed and will continue to reimburse our non-employee directors for their reasonable travel
expenses incurred in attending our Board and committee meetings.

Also under our Director Compensation Policy, any non-employee director who is (i) a non-employee
director on the Effective Date or (ii) initially elected or appointed to our Board following the Effective Date, will
be granted an option to purchase 400,000 shares of our common stock on the Effective Date or on the date of his
or her initial election or appointment to our Board, as applicable (provided that such award shall be 450,000
shares of our common stock if the non-employee director is also serving as chairman of our Board). These
options will be granted under our 2009 Stock Incentive Plan, or 2009 Plan. Such options will have an exercise
price per share equal to the fair market value (as defined in the 2009 Plan) of our common stock on the date of
grant.

The initial options granted to non-employee directors will vest in forty-eight equal monthly installments on
the last day of each one-month period of service following the date of the initial option grant (or, with respect to
the initial options granted to those individuals who were non-employee directors as of the Effective Date,
following September 6, 2012), such that each initial option shall be 100% vested on the fourth anniversary of the
date of grant (or, with respect to the initial options granted to those individuals who were non-employee directors
as of the Effective Date, on September 6, 2016), subject to the non-employee director’s continuing service on our
Board on those dates. The term of each option granted to a non-employee director will be ten years.

Item 12.

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters.

Security Ownership of Certain Beneficial Owners and Management

The following table sets forth information as of March 22, 2013, with respect to the beneficial ownership of

shares of our common stock by:

•

each person or group known to us to be the beneficial owner of more than five percent of our common
stock;

46

•
•
•

each of our directors;
each of our named executive officers; and
all of our current directors and executive officers as a group.

This table is based upon information supplied by officers, directors and principal stockholders and a review

of Schedules 13D and 13G, if any, filed with the SEC. Other than as set forth below, we are not aware of any
other beneficial owner of more than five percent of our common stock as of March 22, 2013. Except as indicated
by the footnotes below, we believe, based on the information furnished to us, that the persons and entities named
in the table below have sole voting and investment power with respect to all shares of common stock that they
beneficially own, subject to applicable community property laws.

Applicable percentage ownership is based on 336,075,440 shares of common stock outstanding as of
March 22, 2013, adjusted as required by rules promulgated by the SEC. These rules generally attribute beneficial
ownership of securities to persons who possess sole or shared voting power or investment power with respect to
those securities. In addition, the rules include shares of common stock issuable pursuant to the exercise of stock
options that are either immediately exercisable or exercisable on or before May 21, 2013, which is 60 days after
March 22, 2013. These shares are deemed to be outstanding and beneficially owned by the person holding those
options for the purpose of computing the percentage ownership of that person, but they are not treated as
outstanding for the purpose of computing the percentage ownership of any other person.

Unless otherwise noted below, the address of each beneficial owner listed in the table is c/o Sorrento

Therapeutics, Inc., 6042 Cornerstone Ct. West, Suite B, San Diego, California 92121.

Name of Beneficial Owner

Named Executive Officers and Directors:
Dr. Henry Ji, Director, Chief Executive Officer and President . . . . . . . . . . . . .
Richard G. Vincent, Chief Financial Officer and Secretary . . . . . . . . . . . . . . .
Dr. Ernst-Guenter Afting, Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. David Webb, Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. M. Scott Salka, Director . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Mr. Cam Gallagher, Director
Dr. Kim Janda, Director
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
10550 N. Torrey Pines Road, 8CC-582
La Jolla, CA 92037
All Officers and Directors as a Group (7 Persons) . . . . . . . . . . . . . . . . . . . .

5% Stockholders:
Dr. Antonius Schuh, Former Chairman and Former Chief Executive

Officer . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Dr. Henry Ji, Director, Chief Executive Officer and President . . . . . . . . . . . . .
Stephen Zaniboni . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
OPKO Health, Inc.
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4400 Biscayne Boulevard, Suite 900
Miami, Florida 33137
Donald Scifres . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
One First Street, Suite 14
Los Altos, CA 94022
Halpryn Group VI, LLC . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
4400 Biscayne Boulevard, Suite 950
Miami, Florida 33137
Steven Jerry Glauser . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
1400 16th Street, Suite 510
Denver, Colorado 80202

47

Beneficial Ownership of Common Stock

Number of Shares

Percentage
of Class

58,541,532(1)
381,250(2)
1,032,096(3)
75,000(4)
141,666(5)
66,666(6)
414,166(7)

17.4%
*
*
*
*
*
*

60,652,376(9)

18.0%

25,484,329(8)
58,541,532(1)
25,484,329(10)
59,015,257

7.6%
17.4%
7.6%
17.6%

38,844,714(11)

11.6%

20,168,115(12)

6.0%

21,292,847(13)

6.3%

Less than 1%.

*
(1) Comprised of 137,500 shares of common stock issuable pursuant to stock options exercisable within 60

days of March 22, 2013 and 52,154,032 shares of common stock held in family trusts, of which Dr. Ji is a
co-trustee with his wife Vivian Q. Zhang. Each of Dr. Ji and Vivian Q. Zhang, while acting as co-trustees,
have the power to act alone and have those actions binding on both trustees’ and the trusts’ assets, including
voting and dispositive power over the shares of common stock held by the family trusts.

(2) Comprised of 381,250 shares of common stock issuable pursuant to stock options exercisable within 60

days of March 22, 2013.

(3) Comprised of 106,666 shares of common stock issuable pursuant to stock options exercisable within 60

days of March 22, 2013 and 925,430 shares of common stock held directly.

(4) Comprised of 75,000 shares of common stock issuable pursuant to stock options exercisable within 60 days

of March 22, 2013. Dr. Webb disclaims beneficial ownership of the shares of common stock gifted to and
held by his two children.

(5) Comprised of 141,666 shares of common stock issuable pursuant to stock options exercisable within 60

days of March 22, 2013.

(6) Comprised of 66,666 shares of common stock issuable pursuant to stock options exercisable within 60 days

of March 22, 2013.

(7) Comprised of 414,166 shares of common stock issuable pursuant to stock options exercisable within 60

days of March 22, 2013.

(8) Comprised of 25,484,329 shares of common stock held in a trust, of which Dr. Schuh is the trustee.
(9) Comprised of shares included under “Named Executive Officers and Directors”.
(10) These shares are held in a trust, of which Mr. Zaniboni is the trustee.
(11) These shares are held in a trust account, of which Mr. Scifres is the trustee.
(12) Comprised of 1,091,673 shares of common stock held directly, 17,184,228 shares of common stock held by
Halpryn Group VI, LLC, of which Mr. Halpryn is a member, 555,556 shares of common stock held by Prine
Intervest Limited, of which Mr. Halpryn is a member, and 1,336,658 shares of common stock held by IVC
Investors, LLLP, in which Mr. Halpryn has an interest. Mr. Halpryn disclaims beneficial ownership of the
shares of common stock held by each of Halpryn Group VI, LLC and IVC Investors, LLLP, except to the
extent of any pecuniary interest therein.

(13) Comprised of 4,108,619 shares of common stock held directly and 17,184,228 shares of common stock held
by Halpryn Group VI, LLC, of which Mr. Glauser is a member. Mr. Glauser disclaims beneficial ownership
of the shares of common stock held by Halpryn Group VI, LLC, except to the extent of any pecuniary
interest therein.

Item 13.

Certain Relationships, Related Transactions and Director Independence.

Certain Relationships and Related Transactions

The following is a description of transactions or series of transactions since January 1, 2012, or any

currently proposed transaction, to which we have been a party, in which the amount involved in the transaction or
series of transactions exceeds the lesser of $120,000 or one percent of the average of our total assets as of
December 31, 2012 and December 31, 2011, and in which any of our directors, executive officers or persons who
we know held more than five percent of any class of our capital stock, including their immediate family
members, had or will have a direct or indirect material interest, other than compensation arrangements that are
described under “Employment Agreements” above.

Common Stock Private Placement

In December 2011, we entered into a Stock Purchase Agreement with the Donald R. Scifres 2011 Annuity

Trust Y, or the Scifres Trust, an accredited investor, and issued12,500,000 shares of common stock in
consideration for an aggregate investment of $2,000,000. In May 2012, we entered into an Amended and

48

Restated Stock Purchase Agreement, and issued 37,500,000 shares of common stock, in a private placement
transaction, at $0.16 per share for aggregate gross proceeds of $6,000,000. 6,250,000 of the shares were
purchased by an investor, Hongye SD Group, LLC, of which Dr. Henry Ji, our Chief Executive Officer and
President, is a managing director.

The December 2011 Stock Purchase Agreement provides to SDL preemptive rights, except under certain
conditions, for SDL to participate in any offer or sale by us of any capital stock or other securities of any type
that are, or may become convertible, into capital stock, up to SDL’s pro rata portion, on the same terms,
conditions and price provided in any subsequent placement of its securities. SDL’s preemptive rights do not
apply to, among others things: (a) shares of common stock, options, warrants or other convertible securities
issued to employees or officers or directors or outside consultants or contractors of the Company or any
subsidiary pursuant to a plan, agreement or arrangement duly approved by our Board; (b) securities issued in
connection with the acquisition of all or a substantial portion of the assets or the business of another entity by us;
(c) securities issued in connection with a corporate partnering transaction, strategic alliance, technology transfer,
license or similar transaction; or (d) any shares of common stock sold at a price equal to or greater than $0.16 per
share (as adjusted for any stock splits, stock dividends, stock combinations, and similar events occurring after the
date of the Stock Purchase Agreement, or the Purchase Price, or any other capital stock or other securities of any
type whatsoever convertible into or exchangeable for our common stock at a price equal to or greater than the
Purchase Price (as adjusted for any stock splits, stock dividends, stock combinations, and similar events
occurring after the date of the Stock Purchase Agreement). SDL’s preemptive rights terminate on the earliest of
(a) such time as SDL no longer is the owner of 40,000,000 shares of our common stock (as adjusted for any stock
splits, stock combinations, and similar events occurring after the date of the Stock Purchase Agreement),
(b) December 29, 2016, (c) the date our common stock is listed on a national exchange, or (d) the date of the
closing of a sale or other disposition of all or substantially all of our assets or our merger into or consolidation
with any corporation or other entity, in which the holders of our outstanding voting stock immediately prior to
such transaction own, immediately after such transaction, securities representing less than 50% of our voting
power or the surviving entity.

The Stock Purchase Agreement provides that we shall have one designee of SDL Ventures, LLC, an affiliate
of the Scifres Trust, nominated for election to the board, subject to approval of the full board. The SDL-nominee
must have relevant industry experience or academic experience and satisfy the independence requirements of the
Nasdaq Global Market. We nominated M. Scott Salka for election to our board, and the full board approved the
nomination of M. Scott Salka in February 2012.

The Stock Purchase Agreement provides piggy back registration rights to each investor in the December

2011 Financing, with such rights terminating upon the earlier of (a) seven years from the date of the Stock
Purchase Agreement or (b) when such investor is entitled to sell all of the shares purchased pursuant to the Stock
Purchase Agreement without volume restriction pursuant to Rule 144.

Stock Option Grants

We have granted stock options to our non-employee directors and executive officers.

Indemnification Agreements with Directors and Executive Officers

We have entered into indemnity agreements with certain directors, officers and other key employees of ours
under which we agreed to indemnify those individuals under the circumstances and to the extent provided for in
the agreements, for expenses, damages, judgments, fines, settlements and any other amounts they may be
required to pay in actions, suits or proceedings which they are or may be made a party or threatened to be made a
party by reason of their position as a director, officer or other agent of ours, and otherwise to the fullest extent
permitted under Delaware law and our bylaws. We also have an insurance policy covering our directors and
executive officers with respect to certain liabilities, including liabilities arising under the Securities Act of 1933,

49

as amended, or otherwise. We believe that these provisions and insurance coverage are necessary to attract and
retain qualified directors, officers and other key employees.

Review, Approval or Ratification of Transactions with Related Persons

The Board conducts an appropriate review of and oversees all related party transactions on a continuing

basis and reviews potential conflict of interest situations where appropriate. The Board has not adopted formal
standards to apply when it reviews, approves or ratifies any related party transaction. However, the Board has
followed the following standards: (i) all related party transactions must be fair and reasonable and on terms
comparable to those reasonably expected to be agreed to with independent third parties for the same goods and/or
services at the time they are authorized by the Board and (ii) all related party transactions should be authorized,
approved or ratified by the affirmative vote of a majority of the directors who have no interest, either directly or
indirectly, in any such related party transaction.

Director Independence

The Board has the responsibility for establishing corporate policies and for our overall performance,

although it is not involved in day-to-day operations. Our common stock is quoted on the OTCBB. Since the
OTCBB does not have rules regarding director independence, the Board makes its determination as to director
independence based on the definition of “independence” as defined under the rules of the NYSE Amex. Our
Board consults with our counsel to ensure that the Board’s determinations are consistent with all relevant
securities and other laws and regulations regarding the definition of “independent,” including those set forth in
applicable NYSE Amex rules, as in effect from time to time. Consistent with these considerations, after review of
all relevant transactions or relationships between each director, or any of his family members, us, our senior
management and our independent auditors, our Board has determined that all of our directors, other than Dr. Ji
and Mr. Vincent, are independent, as defined in Section 803A of the NYSE Amex LLC Company Guide.

Item 14.

Principal Accountant Fees and Services.

The following table represents aggregate fees billed to us for the years ended December 31, 2012 and 2011
by Mayer Hoffman McCann P.C., or Mayer Hoffman, our principal auditor for such periods. All fees described
below were approved by the Audit Committee.

Year Ended

December 31,
2012

December 31,
2011

Audit Fees(1) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Audit-Related Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Tax Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
All Other Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Total Fees . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$57,000
—
—
—
$57,000

$53,000
—
—
—
$53,000

(1) Audit fees for the year ended December 31, 2012 related to our annual audit for 2012 and the review of our
2012 quarterly financial statements and other SEC filings. Audit fees for the fiscal year ended December 31,
2011 related to our annual audit for 2011 and the review of our 2011 quarterly financial statements and
other SEC filings.

Audit Committee’s Pre-Approval Policies and Procedures

The Audit Committee has adopted a policy for the pre-approval of audit and non-audit services rendered by

our independent auditors, Mayer Hoffman. The policy generally pre-approves specified services in the defined
categories of audit services, audit-related services and tax services up to specified amounts. Pre-approval may
also be given as part of the Audit Committee’s approval of the scope of the engagement of the independent

50

auditors or on an individual explicit case-by-case basis before the independent auditors are engaged to provide
each service. The pre-approval of services may be delegated to one or more of the Audit Committee’s members,
but the decision must be reported to the full Audit Committee at its next scheduled meeting. By the adoption of
this policy, the Audit Committee has delegated the authority to pre-approve services to the Chairperson of the
Audit Committee, subject to certain limitations.

The Audit Committee has determined that the rendering of the services other than audit services by Mayer

Hoffman is compatible with maintaining the principal accountant’s independence.

Item 15.

Exhibits and Financial Statement Schedules.

(a)(1) Financial Statements

The Consolidated Financial Statements of Sorrento Therapeutics, Inc. and Report of Independent Registered

Public Accounting Firm, are included in a separate section of this Form 10-K beginning on page F-1.

(a)(2) Financial Statement Schedules

The schedules required to be filed by this item have been omitted because of the absence of conditions
under which they are required, or because the required information is included in the consolidated financial
statements or the notes thereto.

(a)(3) Exhibits

Exhibit
No.

Description

2.1* Merger Agreement, dated July 14, 2009, by and among QuikByte Software, Inc., Sorrento

Therapeutics, Inc., Sorrento Merger Corp., Inc., the Stockholders’ Agent and the Parent
Representative (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on Form
8-K filed with the SEC on July 14, 2009).

2.2

2.3

3.1

3.2

3.3

4.1

9.1

First Amendment to Merger Agreement, dated August 26, 2009, by and among QuikByte Software,
Inc., Sorrento Therapeutics, Inc., Sorrento Merger Corp., Inc., the Stockholders’ Agent and the Parent
Representative (incorporated by reference to Exhibit 2.2 to the Registrant’s Current Report on Form
8-K filed with the SEC on August 26, 2009).

Plan of Conversion (incorporated by reference to Exhibit 2.1 to the Registrant’s Current Report on
Form 8-K filed with the SEC on October 23, 2009).

Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Registrant’s Current
Report on Form 8-K filed with the SEC on October 23, 2009).

Certificate of Ownership and Merger (incorporated by reference to Exhibit 3.2 to the Registrant’s
Current Report on Form 8-K filed with the SEC on December 7, 2009).

Bylaws (incorporated by reference to Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed
with the SEC on October 23, 2009).

Specimen Common Stock Certificate (incorporated by reference to Exhibit 4.1 to the Registrant’s
Current Report on Form 8-K filed with the SEC on October 23, 2009).

Form of Stockholder Voting Agreement by and among QuikByte Software, Inc. and the Stockholders
of Sorrento Therapeutics, Inc. set forth on the signature page thereto, dated as of July 14, 2009
(incorporated by reference to Exhibit 9.1 to the Registrant’s Current Report on Form 8-K filed with
the SEC on September 21, 2009).

51

Exhibit
No.

10.1

10.2

10.3

10.4

10.5

10.6

10.7

10.8

10.9

10.10

10.11

10.12

10.13

Description

Form of Stock Purchase Agreement, dated September 18, 2009, by and among QuikByte Software,
Inc. and the Investors listed on Exhibit A thereto (incorporated by reference to Exhibit 10.1 to the
Registrant’s Current Report on Form 8-K filed with the SEC on September 21, 2009).

Escrow Agreement, dated September 21, 2009, by and among QuikByte Software, Inc., the
Stockholders’ Agent, the Parent Representative and Bank of America, N.A. (incorporated by
reference to Exhibit 10.3 to the Registrant’s Current Report on Form 8-K/A filed with the SEC on
September 22, 2009).

Stock Purchase Agreement dated December 21, 2010 by and among Sorrento Therapeutics, Inc. and
the Investors whose names appear on the signature pages thereto (incorporated by reference to
Exhibit 10.1 to the Registrant’s Current Report on Form 8-K filed with the SEC on December 23,
2010).

Stock Purchase Agreement dated December 29, 2011 by and between the Company and Donald R.
Scifers 2011 Annuity Trust Y (incorporated by reference to Exhibit 10.1 to the Registrant’s Current
Report on form 8-K filed with the SEC on January 5, 2012).

First Amendment to Stock Purchase Agreement, dated February 28, 2012 (the original agreement
dated December 29, 2011), by and among Sorrento Therapeutics, Inc. and the Investors whose names
appear on the signature pages thereto. (incorporated by reference to Exhibit 10.40 to the Registrant’s
Quarterly Report on form 10-Q filed with the SEC on May 15, 2012).

Second Amendment to Stock Purchase Agreement, dated March 30, 2012 (the original agreement
dated December 29, 2011), by and among Sorrento Therapeutics, Inc. and the Investors whose names
appear on the signature pages thereto. (incorporated by reference to Exhibit 10.41 to the Registrant’s
Quarterly Report on form 10-Q filed with the SEC on May 15, 2012).

Amended and Restated Stock Purchase Agreement dated May 14, 2012 by and between the Company
and the investors whose names appear on the signature pages thereof. (incorporated by reference to
Exhibit 10.1 to Registrant’s Current Report on form 8-K filed with the SEC on May 14, 2012).

Standard Multi-Tenant Office Lease-Net, dated July 28, 2008, by and between Sorrento Therapeutics,
Inc. and Suntree Garden, LLC (incorporated by reference to Exhibit 10.6 to the Registrant’s Current
Report on Form 8-K filed with the SEC on September 21, 2009).

First Amendment to Office Lease, dated August 18, 2009, by and between Sorrento Therapeutics,
Inc. and Suntree Garden, LLC (incorporated by reference to Exhibit 10.7 to the Registrant’s Current
Report on Form 8-K filed with the SEC on September 21, 2009).

Second Amendment to Office Lease, dated October 1, 2009, by and between Sorrento Therapeutics,
Inc. and Suntree Garden, LLC (incorporated by reference to Exhibit 10.10 to the Registrant’s Annual
Report on Form 10-K filed with the SEC on March 25, 2010).

Third Amendment to Office Lease, dated November 11, 2010, by and between Sorrento
Therapeutics, Inc. and Suntree Garden, LLC (incorporated by reference to Exhibit 10.12 to the
Registrant’s Annual Report on Form 10-K filed with the SEC on March 30, 2012).

Fourth Amendment to Office Lease, dated January 17, 2011, by and between Sorrento Therapeutics,
Inc. and Suntree Garden, LLC (incorporated by reference to Exhibit 10.13 to the Registrant’s Annual
Report on Form 10-K filed with the SEC on March 30, 2012).

Fifth Amendment to Office Lease, dated February 9, 2012, by and between Sorrento Therapeutics,
Inc. and Suntree Garden, LLC (incorporated by reference to Exhibit 10.14 to the Registrant’s Annual
Report on Form 10-K filed with the SEC on March 30, 2012).

52

Exhibit
No.

10.14

10.15

10.16

10.17+

10.18+

10.19±

10.20±

10.21±

10.22±

10.23±

10.24±

10.25±

10.26±

10.27±

Description

Sixth Amendment to Office Lease, dated June 20 2012, by and between Sorrento Therapeutics, Inc.
and Suntree Garden, LLC. (incorporated by reference to Exhibit 10.15 to the Registrant’s Quarterly
Report on Form 10-Q filed with the SEC on August 14, 2012).

Share Purchase Agreement, dated June 10, 2009, by and between Sorrento Therapeutics, Inc. and
OPKO Health, Inc. (incorporated by reference to Exhibit 10.8 to the Registrant’s Current Report on
Form 8-K filed with the SEC on September 21, 2009).

Limited License Agreement, dated June 10, 2009, by and between Sorrento Therapeutics, Inc. and
OPKO Health, Inc. (incorporated by reference to Exhibit 10.9 to the Registrant’s Current Report on
Form 8-K filed with the SEC on September 21, 2009).

Patent Assignment Agreement, dated June 10, 2009, by and between Henry H. Ji and Sorrento
Therapeutics, Inc. (incorporated by reference to Exhibit 10.10 to the Registrant’s Current Report on
Form 8-K filed with the SEC on September 21, 2009).

License Agreement, dated January 8, 2010, by and between The Scripps Research Institute and the
Company (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report on
Form 10-Q filed with the SEC on May 14, 2010).

Form of Stock Option Agreement (incorporated by reference to Exhibit 10.11 to the Registrant’s
Current Report on Form 8-K/A filed with the SEC on September 22, 2009).

Form of Indemnity Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed with the SEC on October 23, 2009).

Form of Indemnification Agreement (incorporated by reference to Exhibit 10.1 to the Registrant’s
Current Report on Form 8-K filed with the SEC on August 7, 2012).

2009 Stock Incentive Plan, and forms of agreements related thereto (incorporated by reference to
Exhibit 10.2 to the Registrant’s Current Report on Form 8-K filed with the SEC on October 23,
2009).

2009 Equity Incentive Plan, and forms of agreement related thereto (incorporated by reference to
Exhibit 10.17 to the Registrant’s Annual Report on Form 10-K filed with the SEC on March 25,
2010).

Employment Agreement, dated September 21, 2012, by and between Sorrento Therapeutics, Inc.
and Henry Ji, Ph.D. (incorporated by reference to Exhibit 10.1 to the Registrant’s Quarterly Report
on Form 10-Q filed with the SEC on November 8, 2012).

First Amendment to Employment Agreement dated October 18, 2012, by and between Sorrento
Therapeutics, Inc. and Henry Ji, Ph.D. (incorporated by reference to Exhibit 10.3 to the Registrant’s
Quarterly Report on Form 10-Q filed with the SEC on November 8, 2012).

Employment Agreement, dated September 21, 2012, by and between Sorrento Therapeutics, Inc.
and Richard G. Vincent (incorporated by reference to Exhibit 10.2 to the Registrant’s Quarterly
Report on Form 10-Q filed with the SEC on November 8, 2012).

First Amendment to Employment Agreement, dated October 18, 2012, by and between Sorrento
Therapeutics, Inc. and Richard G. Vincent (incorporated by reference to Exhibit 10.4 to the
Registrant’s Quarterly Report on Form 10-Q filed with the SEC on November 8, 2012).

10.28±

Independent Director Compensation Policy

53

Exhibit
No.

10.29±

10.30±

23.1

31.1

31.2

32.1

Description

Stock Option Cancellation Agreement and Option Amendment, dated September 30, 2012, by and
between Sorrento Therapeutics, Inc. and Richard G. Vincent.

Stock Option Cancellation Agreement, dated October 17, 2012, by and between Sorrento
Therapeutics, Inc. and David Webb, Ph.D.

Consent of Mayer Hoffman McCann P.C.

Certification of Henry Ji, Ph.D., Principal Executive Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as amended.

Certification of Richard Glenn Vincent, Principal Financial Officer, pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002, as amended.

Certification of Henry Ji, Ph.D., Principal Executive Officer, and Richard Glenn Vincent, Principal
Financial Officer, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS** XBRL Instance Document

101.SCH** XBRL Taxonomy Extension Schema Document

101.CAL** XBRL Taxonomy Extension Calculation Linkbase Document

101.DEF** XBRL Taxonomy Extension Definition Linkbase Document

101.LAB** XBRL Taxonomy Extension Label Linkbase Document

101.PRE** XBRL Taxonomy Extension Presentation Linkbase Document

*

Non-material schedules and exhibits have been omitted pursuant to Item 601(b)(2) of Regulation S-K. The
Registrant hereby undertakes to furnish supplementally copies of any of the omitted schedules and exhibits
upon request by the SEC.

** Pursuant to Rule 406T of Regulation S-T, these interactive data files are deemed not filed or part of a
registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933 or
Section 18 of the Securities Act of 1934 and otherwise not subject to liability.
The SEC has granted confidential treatment with respect to certain portions of this exhibit. Omitted portions
have been filed separately with the SEC.
± Management contract or compensatory plan.

+

54

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant

has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

Date: March 25, 2013

SORRENTO THERAPEUTICS, INC.

By:

/s/ HENRY JI

Director, Chief Executive Officer
& President

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by

the following persons on behalf of the Registrant and in the capacities and on the dates indicated.

Signature

Title(s)

Date

/S/ HENRY JI

Henry Ji, Ph.D.

Director, Chief Executive Officer
& President
(Principal Executive Officer)

March 25, 2013

/S/ RICHARD G. VINCENT

Richard G. Vincent

Director, Chief Financial Officer
(Principal Financial and Accounting Officer)

March 25, 2013

/S/ DAVID WEBB

David Webb, Ph.D.

/S/ ERNST-GUNTER AFTING

Ernst-Gunter Afting, Ph.D., M.D.

/S/ CAM GALLAGHER

Cam Gallagher

/S/ KIM D. JANDA

Kim D. Janda, Ph.D.

/S/ M. SCOTT SALKA

M. Scott Salka

Director

Director

Director

Director

Director

March 25, 2013

March 25, 2013

March 25, 2013

March 25, 2013

March 25, 2013

55

Sorrento Therapeutics, Inc.
(a Development Stage Company)

Index to Consolidated Financial Statements

Report of Independent Registered Public Accounting Firm . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Consolidated Balance Sheets—As of December 31, 2012 and 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Page

F-2

F-3

Consolidated Statements of Operations—For the Years Ended December 31, 2012 and 2011 and for the

Period from Inception (January 25, 2006) through December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-4

Consolidated Statements of Stockholders’ Equity—For the Years Ended December 31, 2012 and 2011 and
for the Period from Inception (January 25, 2006) through December 31, 2012 . . . . . . . . . . . . . . . . . . . . .

Consolidated Statements of Cash Flows—For the Years Ended December 31, 2012 and 2011 and for the

Period from Inception (January 25, 2006) through December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . . . . .

Notes to Consolidated Financial Statements . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

F-5

F-6

F-7

F-1

Report of Independent Registered Public Accounting Firm

To the Board of Directors and Stockholders of
Sorrento Therapeutics, Inc. and Subsidiary
San Diego, California

We have audited the accompanying consolidated balance sheets of Sorrento Therapeutics, Inc. and
Subsidiary (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of
operations, stockholders’ equity, and cash flows for the years then ended and for the period from January 25,
2006 (Inception) through December 31, 2012. These consolidated financial statements are the responsibility of
the Company’s management. Our responsibility is to express an opinion on these consolidated financial
statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance
about whether the consolidated financial statements are free of material misstatement. The Company is not
required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our
audits included consideration of internal control over financial reporting as a basis for designing audit procedures
that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of
the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also
includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the consolidated financial statements referred to above present fairly, in all material respects,

the consolidated financial position of Sorrento Therapeutics, Inc. and Subsidiary as of December 31, 2012 and
2011, and the consolidated results of its operations and its cash flows for the years then ended and for the period
from January 25, 2006 (Inception) through December 31, 2012, in conformity with accounting principles
generally accepted in the United States of America.

The accompanying consolidated financial statements have been prepared assuming that the Company will
continue as a going concern. As discussed in Note 2 to the consolidated financial statements, the Company has
experienced recurring losses, is dependent on future financing to fund its planned expenditures and had an
accumulated deficit of approximately $10,950,000 at December 31, 2012. These conditions, among others, raise
substantial doubt about its ability to continue as a going concern. Management’s plans regarding those matters
are also described in Note 2. The accompanying consolidated financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or the amount and classification of
liabilities that might result should the Company be unable to continue as a going concern.

/s/ Mayer Hoffman McCann P.C.

San Diego, CA
March 25, 2013

F-2

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED BALANCE SHEETS

December 31,

2012

2011

Current assets

Assets

Cash and cash equivalents . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Grants receivable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Prepaid expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,091,312
79,760
80,918

$ 3,466,549
61,238
29,869

Total current assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Property and equipment, net
Other

5,251,990
1,480,989
48,625

3,557,656
988,445
22,727

Total assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 6,781,604

$ 4,568,828

Current liabilities

Liabilities and stockholders’ equity

Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued payroll and related . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

Total current liabilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

439,533
77,744
66,896

584,173

224,742
88,510
46,087

359,339

Commitments and contingencies (Note 7)

Stockholders’ equity:

Preferred stock, $0.0001 par value; 100,000,000 shares authorized and no

shares issued or outstanding . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

—

Common stock, $0.0001 par value; 500,000,000 shares authorized and

300,117,135 and 262,347,135 shares issued and outstanding at
December 31, 2012 and 2011, respectively . . . . . . . . . . . . . . . . . . . . . . . . . .
Additional paid-in capital
. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deficit accumulated during the development stage . . . . . . . . . . . . . . . . . . . . . .

30,012
17,117,718
(10,950,299)

26,235
10,288,245
(6,104,991)

Total stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

6,197,431

4,209,489

Total liabilities and stockholders’ equity . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 6,781,604

$ 4,568,828

See accompanying notes to consolidated financial statements.

F-3

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF OPERATIONS

Revenues:
Grant
Collaboration and reimbursable research and development

. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $

Years Ended
December 31,

2012

2011

Period from
January 25, 2006
(Inception)
through
December 31,
2012

583,774 $

329,184 $ 1,572,073

costs . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

—

Total revenues . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

583,774

200,000

529,184

223,453

1,795,526

Expenses:

Research and development
. . . . . . . . . . . . . . . . . . . . . . . . . . .
General and administrative . . . . . . . . . . . . . . . . . . . . . . . . . . .

3,830,404
1,605,978

2,570,406
1,201,220

8,203,326
4,571,393

Total expenses . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,436,382

3,771,626

12,774,719

Loss from operations . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

(4,852,608)

(3,242,442)

(10,979,193)

Interest income . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

7,300

5,951

28,894

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . $ (4,845,308) $ (3,236,491) $(10,950,299)

Net loss per share—basic and diluted . . . . . . . . . . . . . . . . . . . . . . . $

(0.02) $

(0.01)

Weighted average number of shares during the period—basic and
diluted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

285,126,056

248,048,271

See accompanying notes to consolidated financial statements.

F-4

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF STOCKHOLDERS’ EQUITY

Balance, January 25, 2006 (Inception) . . . . . .
Issuance of common stock for $400 cash to

Common Stock

Shares

Amount

Additional
Paid-in
Capital

Stockholder
Note
Receivable

Deficit
Accumulated
During the
Development
Stage

Total

— $ — $

— $ — $

— $

—

founders . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 101,937,315
—

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance, December 31, 2006 . . . . . . . . . . . . . . 101,937,315
—
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance, December 31, 2007 . . . . . . . . . . . . . . 101,937,315
—
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Balance, December 31, 2008 . . . . . . . . . . . . . . 101,937,315
Issuance of restricted common stock for $291

cash to consultants in March . . . . . . . . . . . . .

7,403,861

Issuance of common stock for $10 cash and a

$30 note to consultants in March . . . . . . . . . .

1,019,374

10,194
—

10,194
—

10,194
—

10,194

740

102

(9,794)
—

(9,794)
—

(9,794)
—

(9,794)

(449)

—
—

—
—

—
—

—

—

(62)

(30)

Issuance of common stock for cash at $0.039
per share in June, net of issuance costs of
$25,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Issuance of common stock for cash at $0.0448

59,015,257

5,902

2,268,099

per share in September . . . . . . . . . . . . . . . . . .

44,634,374

4,463

1,995,537

Issuance of common stock to former QuikByte

stockholders in connection with the
Merger . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Costs associated with the Merger . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

11,073,946
—
—
—

1,107

99,279
— (168,767)
54,524
—
—
—

—

—

—
—
—
—

—
(75,801)

(75,801)
(16,302)

(92,103)
(25,745)

400
(75,801)

(75,401)
(16,302)

(91,703)
(25,745)

(117,848)

(117,448)

—

—

291

10

— 2,274,001

— 2,000,000

100,386
—
— (168,767)
54,524
—
(942,266)
(942,266)

22,508
—

4,238,367
—

(30)
30

(1,060,114)
—

3,200,731
30

Balance, December 31, 2009 . . . . . . . . . . . . . . 225,084,127
—
Collection of note receivable . . . . . . . . . . . . . . .
Issuance of common stock for cash at $0.14 per
share in December, net of issuance costs of
$159,905 . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

25,717,143
—
—

Balance, December 31, 2010 . . . . . . . . . . . . . . 250,801,270
Repurchase of common stock . . . . . . . . . . . . . .
(1,104,135)
Issuance of common stock in connection with

2,572
—
—

25,080
(110)

3,437,923
250,954
—

7,927,244
67

the exercise of stock options . . . . . . . . . . . . .
Issuance of common stock for cash at $0.16 per
share in December, net of issuance costs of
$28,999 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Reduction of stock issuance costs accrued in

December 2010 . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

150,000

15

13,110

12,500,000

1,250

1,969,751

—
—
—

—
—
—

80,039
298,034
—

Balance, December 31, 2011 . . . . . . . . . . . . . . 262,347,135
Issuance of common stock in connection with

26,235

10,288,245

the exercise of stock options . . . . . . . . . . . . .
Issuance of common stock for cash at $0.16 per

share in May, net of issuance costs of
$65,969 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . .
Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

270,000

27

36,065

37,500,000
—
—

3,750
—
—

5,930,281
863,127
—

—
—
—

—

—

—

—
—
—

—

—

—
—
—

— 3,440,495
250,954
—
(1,808,386)
(1,808,386)

(2,868,500)
—

5,083,824
(43)

—

13,125

— 1,971,001

—
—
(3,236,491)

80,039
298,034
(3,236,491)

(6,104,991)

4,209,489

—

36,092

— 5,934,031
863,127
—
(4,845,308)
(4,845,308)

Balance, December 31, 2012 . . . . . . . . . . . . . . 300,117,135 $30,012 $17,117,718

$ — $(10,950,299) $ 6,197,431

F-5

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

CONSOLIDATED STATEMENTS OF CASH FLOWS

Operating activities

Net loss . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Adjustments to reconcile net loss to net cash used for

operating activities:

Depreciation and amortization . . . . . . . . . . . . . . . . . . . . .
Stock-based compensation . . . . . . . . . . . . . . . . . . . . . . . .
Increase (decrease) in cash resulting from changes in:

For the Years Ended
December 31,

2012

2011

Period from
January 25, 2006
(Inception)
through
December 31,
2012

$(4,845,308) $(3,236,491)

$(10,950,299)

293,302
863,127

159,219
298,034

478,689
1,466,639

Grants receivable . . . . . . . . . . . . . . . . . . . . . . . . . . .
. . . . . . . . . . . . . . . . . . .
Prepaid expenses and other
Accounts payable . . . . . . . . . . . . . . . . . . . . . . . . . . .
Deferred revenue . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other liabilities . . . . . . . . . . .

(18,522)
(76,947)
(23,171)
—
10,043

184,807
15,635
42,943
(200,000)
(7,522)

(79,760)
(109,393)
176,946
—
224,679

Net cash used for operating activities . . . . . . . . . . . . . . . . . . . . . .

(3,797,476)

(2,743,375)

(8,792,499)

Investing activities

Purchases of property and equipment
. . . . . . . . . . . . . . . . . . .
Cash received in connection with Merger . . . . . . . . . . . . . . . .

(547,884)
—

(1,051,737)
—

(1,721,717)
104,860

Net cash used for investing activities . . . . . . . . . . . . . . . . . . . . . .

(547,884)

(1,051,737)

(1,616,857)

Financing activities

Proceeds from issuance of common stock, net of issuance

costs and repurchases . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Proceeds from exercise of stock options . . . . . . . . . . . . . . . . .

5,934,031
36,092

1,970,958
13,125

15,451,451
49,217

Net cash provided by financing activities . . . . . . . . . . . . . . . . . . .

5,970,123

1,984,083

15,500,668

Net change in cash and cash equivalents . . . . . . . . . . . . . . . . . . .
Cash and cash equivalents at beginning of period . . . . . . . . . . .

1,624,763
3,466,549

(1,811,029)
5,277,578

5,091,312
—

Cash and cash equivalents at end of period . . . . . . . . . . . . . . . . .

$ 5,091,312

$ 3,466,549

$ 5,091,312

Supplemental disclosures:

Cash paid during the period for:

Income taxes . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

800

$

800

$

4,800

Non-cash financing activities:

In 2011, the Company reduced its stock issuance costs accrued in 2010 by $80,039.

In December 2012, the Company purchased equipment with an aggregate cost of $237,960, which has been
included in accounts payable as of December 31, 2012.

See accompanying notes to consolidated financial statements.

F-6

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. Reverse Merger Transaction and Accounting

Reverse Merger Transaction

On September 21, 2009, QuikByte Software, Inc., a Colorado corporation and shell company, or QuikByte,

acquired Sorrento Therapeutics, Inc., a privately held Delaware corporation, or STI, in a reverse merger, or the
Merger. Pursuant to the Merger, all of the issued and outstanding shares of STI common stock were converted, at
an exchange ratio of 25.48433-for-1, into an aggregate of 169,375,807 shares of QuikByte common stock and
STI became a wholly owned subsidiary of QuikByte. The holders of QuikByte’s common stock as of
immediately prior to the Merger held an aggregate of 55,708,320 shares of QuikByte’s common stock, which
consisted of: (i) 11,073,946 shares of common stock outstanding as of September 17, 2009, and (ii) 44,634,374
shares of common stock issued on September 18, 2009 in connection with a $2.0 million private placement. The
accompanying financial statements share and per share information has been retroactively adjusted to reflect the
exchange ratio in the Merger.

STI was originally incorporated as San Diego Antibody Company in California in 2006 and was renamed
Sorrento Therapeutics, Inc. and reincorporated in Delaware in 2009, prior to the Merger. QuikByte was originally
incorporated in Colorado in 1989. Following the Merger, on December 4, 2009, QuikByte reincorporated under
the laws of the State of Delaware, or the Reincorporation. Immediately following the Reincorporation, on
December 4, 2009, STI merged with and into QuikByte, the separate corporate existence of STI ceased and
QuikByte continued as the surviving corporation, or the Roll-Up Merger. Pursuant to the certificate of merger
filed in connection with the Roll-Up Merger, QuikByte’s name was changed from “QuikByte Software, Inc.” to
“Sorrento Therapeutics, Inc.”, or the Company.

Reverse Merger Accounting

Immediately following the consummation of the Merger, the: (i) former security holders of STI common

stock had an approximate 75% voting interest in QuikByte and the QuikByte stockholders retained an
approximate 25% voting interest, (ii) former executive management team of STI remained as the only continuing
executive management team for the Company, and (iii) Company’s ongoing operations consist solely of the
ongoing operations of STI. Based primarily on these factors, the Merger was accounted for as a reverse merger
and a recapitalization in accordance with generally accepted accounting principles in the U.S., or GAAP. As a
result, these financial statements reflect the: (i) historical results of STI prior to the Merger, (ii) combined results
of the Company following the Merger, and (iii) acquired assets and liabilities at their historical cost, which
approximates their fair value at the Merger date. In connection with the Merger, the Company received cash of
$104,860, other current assets of $20,150 and assumed accounts payable of $24,624.

2. Nature of Operations and Summary of Significant Accounting Policies

Nature of Operations and Basis of Presentation

The Company is a biopharmaceutical company focused on the discovery, development and

commercialization of novel and proprietary biotherapeutics for the treatment of a variety of disease conditions,
including cancer, inflammation, metabolic and infectious diseases. The Company’s objective is to either
independently or through one or more partnerships with pharmaceutical or biopharmaceutical organizations
identify drug development candidates derived from the libraries. See Note 10.

As of December 31, 2012, the Company has devoted substantially all of its efforts to product development,

raising capital and building infrastructure, and has not realized revenues from its planned principal operations.
Accordingly, the Company is considered to be in the development stage.

F-7

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The accompanying consolidated financial statements include the accounts of the Company’s wholly-owned

subsidiary, Sorrento Therapeutics, Inc. Hong Kong Limited, or Sorrento Hong Kong, which was registered
effective December 4, 2012. Sorento Hong Kong had no operations in 2012. All inter-company balances and
transactions have been eliminated in consolidation.

Liquidity and Going Concern

The accompanying consolidated financial statements have been prepared on the going concern basis, which
assumes that the Company will continue to operate as a going concern and which contemplates the realization of
assets and the satisfaction of liabilities and commitments in the normal course of business. As reflected in the
accompanying consolidated financial statements, the Company has a net loss of $4,845,308, net cash used for
operations of $3,797,476 and net cash used for investing activities of $547,884, for the year ended December 31,
2012. As of December 31, 2012, the Company also has an accumulated deficit of $10,950,299 and working
capital of $4,667,817.

In February 2013, the Company entered into a loan and security agreement with a bank which provided the

Company with an equipment loan for up to $1,000,000. In March 2013, the Company entered into: (i) a stock
purchase agreement and issued 33,658,305 shares of common stock for aggregate gross proceeds of $6,418,495,
and (ii) the transactions with IgDraSol, Inc. (IgDraSol). The Company intends to acquire IgDraSol in 2013. See
Note 10.

The Company anticipates that it will continue to incur net losses into the foreseeable future as it: (i)
continues to identify and advance a number of potential drug candidates into preclinical development activities,
(ii) acquires IgDraSol and continues to fund its operations, and (iii) expands its corporate infrastructure,
including the costs associated with being a public company. Without additional funding, management believes
that the Company will not have sufficient funds to meet its obligations beyond October 2013. These conditions
give rise to substantial doubt as to the Company’s ability to continue as a going concern. The accompanying
consolidated financial statements do not include any adjustments that might result from the outcome of this
uncertainty.

The Company plans to continue to fund its losses from operations and capital funding needs through public

or private equity or debt financings, strategic collaborations, licensing arrangements, asset sales, government
grants or other arrangements. However, the Company cannot be sure that such additional funds will be available
on reasonable terms, or at all. If the Company is unable to secure adequate additional funding, the Company may
be forced to make reductions in spending, extend payment terms with suppliers, liquidate assets where possible,
and/or suspend or curtail planned programs. In addition, if the Company does not meet its payment obligations to
third parties as they come due, it may be subject to litigation claims. Even if the Company is successful in
defending against these claims, litigation could result in substantial costs and be a distraction to management.
Any of these actions could materially harm the Company’s business, results of operations, and future prospects.

F-8

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

If the Company raises additional funds by issuing equity securities, substantial dilution to existing

stockholders would result. If the Company raises additional funds by incurring debt financing, the terms of the
debt may involve significant cash payment obligations as well as covenants and specific financial ratios that may
restrict the Company’s ability to operate its business.

Use of Estimates

The preparation of consolidated financial statements in conformity with GAAP requires management to

make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and the reported amounts of expenses
during the reporting period. Management believes that these estimates are reasonable; however, actual results
may differ from these estimates.

Cash and Cash Equivalents

The Company considers all highly liquid investments purchased with original maturities of three months or
less to be cash equivalents. The Company minimizes its credit risk associated with cash and cash equivalents by
periodically evaluating the credit quality of its primary financial institution. The balance at times may exceed
federally insured limits. The Company has not experienced any losses on such accounts.

Fair Value of Financial Instruments

The Company’s financial instruments consist of cash and cash equivalents, grants receivable, prepaid
expenses and other assets, accounts payable and accrued expenses. Fair value estimates of these instruments are
made at a specific point in time, based on relevant market information. These estimates may be subjective in
nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with
precision. As of December 31, 2012 and 2011, the carrying amount of cash and cash equivalents, grants
receivable, prepaid expenses and other assets, accounts payable, accrued liabilities and deferred revenue are
generally considered to be representative of their respective fair values because of the short-term nature of those
instruments.

Grants Receivable

Grants receivable at December 31, 2012 and 2011 represent amounts due under several federal contracts

with the National Institute of Allergy and Infectious Diseases, or NIAID, a division of the National Institutes of
Health, or NIH, collectively, the NIH Grants. The Company considers the grants receivable to be fully
collectible; accordingly, no allowance for doubtful amounts has been established. If amounts become
uncollectible, they are charged to operations.

Property and Equipment

Property and equipment are carried at cost less accumulated depreciation. Depreciation of property and
equipment is computed using the straight-line method over the estimated useful lives of the assets, which are
generally three to five years. Leasehold improvements are amortized over the lesser of the life of the lease or the
life of the asset.

F-9

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Impairment of Long-Lived Assets

The Company evaluates its long-lived assets with definite lives, such as property and equipment, for

impairment. The Company records impairment losses on long-lived assets used for operations when indicators of
impairment are present and the undiscounted cash flows estimated to be generated by those assets are less than
the carrying value of the assets. There have not been any impairment losses of long-lived assets through
December 31, 2012.

Research and Development Costs

All research and development costs are charged to expense as incurred. Such costs primarily consist of lab

supplies, contract services, stock-based compensation expense, salaries and related benefits.

Income Taxes

The provisions of the Financial Accounting Standards Board (“FASB”) Accounting Standards Codification

(“ASC”) 740-10, Uncertainty in Income Taxes, address the determination of whether tax benefits claimed or
expected to be claimed on a tax return should be recorded in the financial statements. Under ASC 740-10, the
Company may recognize the tax benefit from an uncertain tax position only if it is more likely than not that the
tax position will be sustained on examination by taxing authorities, based on the technical merits of the position.
The Company has determined that it has no uncertain tax positions.

The Company accounts for income taxes using the asset and liability method to compute the differences
between the tax basis of assets and liabilities and the related financial amounts, using currently enacted tax rates.

The Company has deferred tax assets, which are subject to periodic recoverability assessments. Valuation

allowances are established, when necessary, to reduce deferred tax assets to the amount that more likely than not
will be realized. The Company evaluates the recoverability of the deferred tax assets annually.

Revenue Recognition

The Company’s inception to date revenues are generated from three NIH and two U.S. Department of
Treasury (or U.S. Treasury) grant awards and a feasibility study agreement, or the Collaboration Agreement, that
the Company entered into with a third party in July 2010. The revenue from the NIH and U.S. Treasury grant
awards are based upon subcontractor and internal costs incurred that are specifically covered by the grant, and
where applicable, a facilities and administrative rate that provides funding for overhead expenses. These
revenues are recognized when expenses have been incurred by subcontractors or when the Company incurs
internal expenses that are related to the grant.

The revenue from the Collaboration Agreement is derived from the completion of certain development
services and the reimbursement of certain development costs incurred to provide such development services.
Revenue from upfront, nonrefundable service fees are recognized when earned, as evidenced by written
acknowledgement from the collaborator, or other persuasive evidence that all service deliverables have been
achieved, provided that the service deliverables are substantive and their achievability was not reasonably
assured at the inception of the Collaboration Agreement. Any amounts received prior to satisfying the
Company’s revenue recognition criteria are recorded as deferred revenue.

F-10

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Stock-Based Compensation

The Company accounts for stock-based compensation in accordance with FASB ASC Topic 718, which
establishes accounting for equity instruments exchanged for employee services. Under such provisions, stock-
based compensation cost is measured at the grant date, based on the calculated fair value of the award, and is
recognized as an expense, under the straight-line method, over the employee’s requisite service period (generally
the vesting period of the equity grant).

The Company accounts for equity instruments, including restricted stock or stock options, issued to non-
employees in accordance with authoritative guidance for equity based payments to non-employees. Stock options
issued to non-employees are accounted for at their estimated fair value determined using the Black-Scholes
option-pricing model. The fair value of options granted to non-employees is re-measured as they vest, and the
resulting increase in value, if any, is recognized as expense during the period the related services are rendered.
Restricted stock issued to non-employees is accounted for at their estimated fair value as they vest.

Comprehensive Income (Loss)

Comprehensive income (loss) is defined as the change in equity during a period from transactions and other

events and circumstances from non-owner sources. The Company is required to record all components of
comprehensive income (loss) in the consolidated financial statements in the period in which they are recognized.
Net income (loss) and other comprehensive income (loss), including foreign currency translation adjustments and
unrealized gains and losses on investments, are reported, net of their related tax effect, to arrive at comprehensive
income (loss). For the years ended December 31, 2012 and 2011, the comprehensive loss was equal to the net
loss.

Net Loss Per Share

Net loss per share is presented as both basic and diluted net loss per share. Basic net loss per share excludes
any dilutive effects of options, shares subject to repurchase and warrants. Diluted net loss per share includes the
impact of potentially dilutive securities. During 2012 and 2011, the Company had securities outstanding which
could potentially dilute basic earnings per share in the future, but were excluded from the computation of diluted
net loss per share, as their effect would have been anti-dilutive.

These outstanding securities consist of the following:

Unvested Restricted Common stock subject to repurchase . . .
Outstanding options . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Outstanding warrants . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Weighted average exercise price of options . . . . . . . . . . . . . . .

336,454
10,490,000
200,000
0.14

$

1,677,430
2,947,500
200,000
0.12

$

Years Ended December 31,

2012

2011

F-11

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

3. Property and Equipment

Property and equipment consisted of the following as of December 31, 2012 and 2011:

December 31,

2012

2011

Furniture and fixtures . . . . . . . . . . . . . . . . . . . . . . . . .
Office equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Lab equipment . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Leasehold improvements . . . . . . . . . . . . . . . . . . . . . . .

$

15,739
23,039
1,855,220
65,679

$

15,739
10,691
1,136,778
10,623

Less accumulated depreciation and amortization . . . .

1,959,677
(478,688)

1,173,831
(185,386)

$1,480,989

$ 988,445

Depreciation expense for the years ended December 31, 2012 and 2011 and for the period from inception

(January 25, 2006) (“Inception”) through December 31, 2012 was $293,302, $159,219 and $478,689,
respectively.

4. Significant Agreements and Contracts

License Agreement with OPKO Health, Inc.

In June 2009, the Company entered into a limited license agreement, or the OPKO License, with OPKO
Health, Inc., or OPKO, pursuant to which the Company granted OPKO an exclusive, royalty-free, worldwide
license under all U.S. and foreign patents and patent applications owned or controlled by the Company or any of
its affiliates, or the STI Patents, to: (i) develop, manufacture, use, market, sell, offer to sell, import and export
certain products related to the development, manufacture, marketing and sale of drugs for ophthalmological
indications, or the OPKO Field, and (ii) use and screen any population of distinct molecules covered by any
claim of the STI Patents or which is derived by use of any process or method covered by any claim of the STI
Patents to identify, select and commercialize certain products within the OPKO Field. Subject to certain
limitations, OPKO will have the right to sublicense the foregoing rights granted under the OPKO License.
Additionally, pursuant to the OPKO License, OPKO has granted the Company an exclusive, royalty-free,
worldwide license to any patent or patent application owned or controlled by OPKO or any of its affiliates to
develop, use, make, market, sell and distribute certain products in any field of use, other than the OPKO Field, or
the OPKO Patents.

The Company has retained all rights to the STI Patents outside of the OPKO Field and has agreed not to
practice the OPKO Patents or the STI Patents outside the STI current field of use. Unless otherwise terminated in
accordance with its terms, the License Agreement will expire upon the expiration of the last to expire patent
within the STI Patents and OPKO Patents on a country-by-country basis.

License Agreement with The Scripps Research Institute

In January 2010, the Company entered into a license agreement, or the TSRI License, with The Scripps

Research Institute, or TSRI. Under the TSRI License, TSRI granted the Company an exclusive, worldwide
license to certain TSRI patent rights and materials based on quorum sensing for the prevention and treatment of
Staphylococcus aureus (“Staph”) infections, including Methicillin-resistant Staph. In consideration for the
license, the Company: (i) issued TSRI a warrant for the purchase of common stock, (ii) agreed to pay TSRI a

F-12

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

certain annual royalty commencing in the first year after certain patent filing milestones are achieved, (iii) agreed
to pay a royalty on any sales of licensed products by the Company or its affiliates and a royalty for any revenues
generated by the Company through its sublicense of patent rights and materials licensed from TSRI under the
TSRI License. The TSRI License requires the Company to indemnify TSRI for certain breaches of the agreement
and other matters customary for license agreements. The parties may terminate the TSRI License at any time by
mutual agreement. In addition, the Company may terminate the TSRI License by giving 60 days notice to TSRI
and TSRI may terminate the TSRI License immediately in the event of certain breaches of the agreement by the
Company or upon the Company’s failure to undertake certain activities in furtherance of commercial
development goals. Unless terminated earlier by either or both parties, the term of the TSRI License will
continue until the final expiration of all claims covered by the patent rights licensed under the agreement. For the
years ended December 31, 2012 and 2011 and for the period from Inception through December 31, 2012, the
Company recorded $41,835, $4,991 and $127,345 in patent prosecution and maintenance costs associated with
the TSRI License, respectively, which has been included in general and administrative expenses.

The fair value of the warrants to purchase Company common stock, issued in connection with the TSRI

License in 2010, of $17,989 was determined using the Black-Scholes valuation model with the following
weighted-average assumptions: risk-free interest rate of 2.48%, no dividend yield, expected term of 10 years, and
volatility of 102%. Such fair value has been included in general and administrative expenses for the period from
Inception through December 31, 2012.

NIH Grants

In May 2010, the NIAID awarded the Company an Advanced Technology Small Business Technology
Transfer Research grant to support the Company’s program to generate and develop novel antibody therapeutics
and vaccines to combat Staph infections, including Methicillin-resistant Staph, or the Staph Grant award. The
project period for Phase 1 of the Staph Grant award covers a two-year period which commenced in June 2010
and ended in May 2012. The Company records revenue associated with the NIH Grants as the related costs and
expenses are incurred. During the years ended December 31, 2012 and 2011 and for the period from Inception
through December 31, 2012, the Company recorded $119,379, $215,986 and $600,000 of revenue associated
with the Staph Grant award, respectively.

In July 2011, the NIAID awarded the Company a second Advanced Technology Small Business Technology

Transfer Research grant to support the Company’s program to generate and develop antibody therapeutics and
vaccines to combat C. difficile infections, or the C. difficile Grant award. The project period for the C. difficile
Grant award covers a two-year period which commenced in June 2011, and as of September 30, 2012, the entire
Phase 1 grant of $600,000 had been awarded. During the years ended December 31, 2012 and 2011 and for the
period from Inception through December 31, 2012, the Company recorded $335,579, $113,198 and $448,777 of
revenue associated with the C. difficile Grant award, respectively.

In June 2012, the NIAID awarded the Company a third Advanced Technology Small Business Technology
Transfer Research grant, with an initial award of $300,000, to support the Company’s program to generate and
develop novel human antibody therapeutics to combat Staph infections, including Methicillin-resistant Staph, or
the Staph Grant II award. The project period for the phase I grant covers a two-year period which commenced in
June 2012, with a potential annual award of $300,000 per year. During the year ended December 31, 2012 and
for the period from Inception through December 31, 2012, the Company recorded $128,816 of revenue
associated with the Staph Grant II award.

F-13

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Collaboration Agreement

In July 2010, the Company entered into the Collaboration Agreement, with a third party. Under the terms of
the Collaboration Agreement, the Company provided certain antibody screening services for an upfront cash fee
of $200,000 and was reimbursed for certain costs and expenses associated with providing the services, or the
Development Costs. The upfront fee and reimbursable Development Costs were accounted for as separate units
of accounting. The Company recorded the gross amount of the reimbursable Development Costs as revenue and
the costs associated with these reimbursements are reflected as a component of research and development
expense.

Any amounts received by the Company pursuant to the Collaboration Agreement prior to satisfying the
Company’s revenue recognition criteria are recorded as deferred revenue. For the years ended December 31,
2012 and 2011 and for the period from Inception through December 31, 2012, the Company recognized $0,
$200,000 and $223,453, respectively.

Assignment Agreement

Subsequent to year end, in January 2013, the Company entered into an Assignment Agreement, or the
Assignment Agreement, with Tien-Li Lee, M.D. and Jane Wu Lee, M.D. as individuals (collectively, the Lees)
pursuant to which the Lees agreed to assign to the Company their right, title and interest throughout the world in
and to certain inventions and patents that provide for the production of recombinant intravenous
immunoglobulin. As consideration for the assignment by the Lees under the Assignment Agreement, the
Company: (i) issued the Lee’s 250,000 shares of the Company’s common stock upon execution of the
Agreement, (ii) agreed to pay the Lees a total of $50,000 in five monthly installments of $10,000 beginning on
February 1, 2013, and (iii) agreed to issue the Lees up to 2,000,000 shares of the Company’s common stock
based upon the achievement of certain milestone events described in the Assignment Agreement. Unless
otherwise terminated in accordance with its terms, the Assignment Agreement will expire upon the expiration of
the last to expire patent within the assigned patent rights.

U.S. Treasury Grants

During 2010, the U.S. Treasury awarded the Company two one-time grants totaling $394,480 for

investments in qualifying therapeutic discovery projects under section 48D of the Internal Revenue Code. The
grants cover reimbursement for qualifying expenses incurred by the Company in 2010 and 2009. The proceeds
from these grants are classified in “Revenues—Grant” in the Inception through December 31, 2012 consolidated
statement of operations.

5. Loan and Security Agreement

Subsequent to year end, in February 2013, the Company entered into a loan and security agreement with a

bank pursuant to which the lender provided the Company loans to finance certain equipment, in an aggregate
principal amount of up to $1,000,000. Under the loan agreement, the lender funded the initial equipment advance
in the principal amount of $875,888 in February 2013 and agreed to fund, subject to customary conditions, an
additional equipment advance in the principal amount of $124,112 on or prior to August 21, 2013. The loans
under the loan agreement bear interest at a rate equal to the three-year U.S. Treasury note yield plus 4.65%,
which is fixed on the date of each funding. Interest accrues on the initial outstanding advance at the fixed rate of
5.15%.

The Company is obligated to pay interest-only on any loans funded under the loan agreement prior to
April 30, 2013 until May 1, 2013, and thereafter to pay 36 consecutive equal monthly installments of principal

F-14

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

and interest through April 1, 2016. The Company is obligated to pay equal monthly installments of principal and
interest through April 1, 2016 on any loans funded under the loan agreement after April 30, 2013. All loans
funded under the loan agreement mature on April 1, 2016.

At the Company’s option, it may prepay all of the outstanding principal balance, subject to certain pre-
payment fees ranging from 1% to 3% of the prepayment amount. In the event of a final payment of the loans
under the loan agreement, either in the event of repayment of the loan at maturity or upon any prepayment, the
Company is obligated to pay a final fee of $55,000.

The Company granted the lender a security interest in any equipment that is financed under the loan

agreement. The Company is also subject to certain affirmative and negative covenants under the loan agreement,
including limitations on its ability to: undergo certain change of control events; convey, sell, lease, license,
transfer or otherwise dispose of any equipment financed by loans under the loan agreement; create, incur,
assume, guarantee or be liable with respect to indebtedness, subject to certain exceptions; grant liens on any
equipment financed under the loan agreement; and make or permit any payment on specified subordinated debt.
In addition, under the loan agreement, subject to certain exceptions, the Company is required to maintain with the
lender its primary operating, other deposit and securities accounts.

Future annual principal payments under the loan agreement are as follows:

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$194,642
291,963
291,963
97,320

Total payments . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$875,888

6. Stockholders’ Equity (Deficit) and Related Party Transaction

Common Stock

In February 2006, in conjunction with the founding of the Company, 101,937,315 shares of common stock

were issued to founders, at the pre-Merger par value, for total consideration of $400 in cash.

In March 2009, the Company issued 7,403,861 shares of restricted common stock to certain consultants, at

the pre-Merger par value, for aggregate gross proceeds of $291.

In March 2009, the Company issued 1,019,374 shares of unrestricted common stock to certain consultants

for aggregate cash gross proceeds of $10 and issued a note receivable for $30. The note was paid in full in 2010.

In June 2009, the Company issued 59,015,257 shares of common stock at $0.039 per share for aggregate

gross proceeds of $2.3 million to OPKO in a private placement transaction. Related stock issuance costs totaled
$25,999.

In September 2009, and in connection with the Merger, the Company: (i) issued 44,634,374 shares of

common stock, in a private placement transaction, at $0.0448 per share for aggregate gross proceeds of
$1,999,620, and (ii) issued 11,073,946 shares of common stock to the former stockholders of QuikByte in
exchange for the net assets of QuikByte as well as all of their outstanding shares in QuikByte immediately prior
to the Merger. Total stock issuance and Merger costs totaled $168,767.

F-15

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

In December 2010, the Company issued 25,717,143 shares of common stock, in a private placement
transaction, at $0.14 per share for aggregate gross proceeds of $3.6 million. Related stock issuance costs were
estimated at $159,905. In 2011, the Company reduced its stock issuance costs accrued in 2010 by $80,039.

In December 2011, the Company entered into a Stock Purchase Agreement and issued 12,500,000 shares of
common stock, in a private placement transaction, at $0.16 per share for aggregate gross proceeds of $2,000,000.
In May 2012, pursuant to the Stock Purchase Agreement, as amended and restated, the Company issued
37,500,000 shares of common stock, in a private placement transaction, at $0.16 per share for aggregate gross
proceeds of $6,000,000. 6,250,000 of the shares were purchased by an investor, Hongye SD Group, LLC, of
which Dr. Henry Ji, the Company’s Chief Executive Officer and President, is a managing director.

Subsequent to year end, in March 2013, the Company entered into a Stock Purchase Agreement and issued

33,658,305 shares of common stock, in a private placement transaction, at $0.18 per share for aggregate gross
proceeds of $6,418,495. See Note 10.

Stock Incentive Plans

2009 Equity Incentive Plan

In February 2009, prior to the Merger, the Company’s Board of Directors approved the 2009 Equity
Incentive Plan, or the EIP, under which 10,000,000 shares of common stock were reserved for issuance to
employees, non-employee directors and consultants of the Company. The EIP provided for the grant of incentive
stock options, non-incentive stock options, restricted stock awards and stock bonus awards to eligible recipients.
In March 2009, the Company issued 7,403,861 restricted common stock awards to certain consultants for
aggregate gross proceeds of $291. The restricted shares vest monthly over four years and the Company has the
option to repurchase any unvested shares at the original purchase price upon any voluntary or involuntary
termination. Any unvested shares immediately vest in the event of a merger, sale, or other transaction resulting in
a change in control of the Company.

At December 31, 2012, 336,454 shares were unvested and subject to repurchase by the Company. The
Company has the right of first refusal to purchase any proposed disposition of shares issued under the EIP. As a
result of the Merger, no further shares are available for grant under the EIP. In January 2011, the Company
repurchased 1,104,135 unvested shares of restricted common stock for $43.

2009 Non-Employee Director Grants

In September 2009, prior to the adoption of the 2009 Stock Incentive Plan, the Company’s Board of
Directors approved the reservation and issuance of 200,000 nonstatutory stock options to the Company’s non-
employee directors. The outstanding options vested on the one year anniversary of the vesting commencement
date in October 2010. Such options are exercisable for up to 10 years from the grant date. No further shares are
available for grant under this plan. The aggregate intrinsic value for such options as of December 31, 2012 was
$10,816.

F-16

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes stock option activity as of December 31, 2011 and 2012, and the changes

for the years then ended:

Outstanding at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Options
Outstanding

120,000
—
—
—

120,000
—
—
40,000

Outstanding, Vested and Exercisable at December 31, 2012 . . . . . . . . . . . . . . . . . . . .

80,000

Weighted-
Average
Exercise Price

$0.0448

$0.0448

$0.0448

$0.0448

2009 Stock Incentive Plan

In October 2009, the Company’s stockholders approved the 2009 Stock Incentive Plan, or the Stock Plan,

which became effective in December 2009 and under which 12,000,000 shares of the Company’s common stock
were initially reserved for issuance to employees, non-employee directors and consultants of the Company.
Pursuant to the terms of the Stock Plan, such initial amount will be automatically increased annually on the first
day of each fiscal year, beginning in 2011, by the lesser of: (i) 1% of the aggregate number of shares of the
Company’s common stock outstanding on the last day of the immediately preceding fiscal year, (ii) 1,200,000
shares, or (iii) an amount approved by the administrator of the Stock Plan. As of December 31, 2012, 14,400,000
shares of the Company’s common stock were reserved for issuance. The Stock Plan provides for the grant of
incentive stock options, non-incentive stock options, stock appreciation rights, restricted stock awards,
unrestricted stock awards, restricted stock unit awards and performance awards to eligible recipients. Recipients
of stock options shall be eligible to purchase shares of the Company’s common stock at an exercise price equal to
no less than the estimated fair market value of such stock on the date of grant. The maximum term of options
granted under the Stock Plan is ten years. Employee option grants will generally vest 25% on each anniversary of
the original vesting date over four years. The vesting schedules for grants to non-employee directors and
consultants will be determined by the Company’s Compensation Committee. Stock options are generally not
exercisable prior to the applicable vesting date, unless otherwise accelerated under the terms of the applicable
stock plan agreement. Unvested shares of the Company’s common stock issued in connection with an early
exercise however, may be repurchased by the Company upon termination of the optionee’s service with the
Company.

F-17

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

The following table summarizes stock option activity as of December 31, 2011 and 2012, and the changes

for the years then ended:

Options
Outstanding

Weighted-
Average
Exercise Price

Aggregate Intrinsic
Value

Outstanding at December 31, 2010 . . . . . . . . . . . . . . . . . . . . . . . .
Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

Outstanding at December 31, 2011 . . . . . . . . . . . . . . . . . . . . . . . .
Options Granted . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Canceled . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Options Exercised . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

1,960,000
1,780,000
(762,500)
(150,000)

2,827,500
8,535,000
(722,500)
(230,000)

Outstanding at December 31, 2012 . . . . . . . . . . . . . . . . . . . . . . . .

10,410,000

Vested and Exercisable at December 31, 2012 . . . . . . . . . . . . . . .

2,320,000

$0.09
$0.14
$0.11
$0.09

$0.12
$0.16
$0.15
$0.13

$0.15

$0.13

$115,700

$

—

$ 54,750

The Company uses the Black-Scholes valuation model to calculate the fair value of stock options. The fair

value of employee stock options was estimated at the grant date using the following assumptions:

Years Ended December 31,

2012

2011

Weighted-average grant date fair value . . . . . . . . . . . . .
Dividend yield . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Volatility . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Risk-free interest rate . . . . . . . . . . . . . . . . . . . . . . . . . . .
Expected life of options . . . . . . . . . . . . . . . . . . . . . . . . .

$

$

0.29
—
103%
0.88%

0.11
—
102%
2.41%

5.5 years

5.7 years

The assumed dividend yield was based on the Company’s expectation of not paying dividends in the
foreseeable future. Due to the Company’s limited historical data, the estimated volatility incorporates the
historical and implied volatility of comparable companies whose share prices are publicly available. The risk-free
interest rate assumption was based on the U.S. Treasury’s rates for U.S. Treasury zero-coupon bonds with
maturities similar to those of the expected term of the award being valued. The weighted average expected life of
options was estimated using the average of the contractual term and the weighted average vesting term of the
options.

The total employee stock-based compensation recorded as operating expenses was $324,958, $42,293, and

$418,816 for the years ended December 31, 2012 and 2011 and for the period from Inception through
December 31, 2012, respectively.

The total unrecognized compensation cost related to unvested stock option grants as of December 31, 2012

was $1,782,054 and the weighted average period over which these grants are expected to vest is 3.4 years.

The Company records equity instruments issued to non-employees as expense at their fair value over the

related service period as determined in accordance with the authoritative guidance and periodically revalues the
equity instruments as they vest. Stock-based compensation expense related to non-employee consultants recorded
as operating expenses was $538,169, $255,741, and $1,047,823 for the years ended December 31, 2012 and 2011
and for the period from Inception through December 31, 2012, respectively.

F-18

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

Common Stock Reserved for Future Issuance

Common stock reserved for future issuance consists of the following at December 31, 2012:

Common stock warrants outstanding under the TSRI License . . . . . .
Common stock options outstanding under the EIP . . . . . . . . . . . . . . .
Authorized for future grant or issuance under the Stock Plan . . . . . .

200,000
80,000
14,020,000

14,300,000

7. Commitments and Contingencies

Litigation

In the normal course of business, the Company may be named as a defendant in one or more lawsuits.

Management is currently not aware of any pending lawsuits.

Operating Lease

The Company leases its corporate office and laboratory space under a non-cancelable operating lease that,
as amended, expires on September 30, 2014. The lease contains an option to extend the term by four years at the
then prevailing rate. Effective April 1 2012, the Company entered into a supplemental amendment to add
additional rental space, which expires in April 2017. This supplemental amendment contains an option to extend
the term for the additional rental space by five years at the then prevailing rate. Through the end of the initial
lease term, the lease provides for an average monthly base rent of $11,792 with scheduled annual base rent
increases of 2.75%-3.00% over the initial lease term. For the additional rental space, the average monthly base
rent beyond the initial term of the lease is $2,332. The Company has provided a security deposit of $22,757 to
secure its obligations under the lease, which has been included in other assets in the accompanying financial
statements.

Minimum future non-cancelable annual operating lease obligations are as follows for the years ending

December 31:

2013 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2014 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2015 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2016 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
2017 . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$144,864
117,101
26,532
28,944
9,648

$327,089

Rental expense paid for the years ended December 31, 2012 and 2011 and for the period from Inception

through December 31, 2012 under the above lease totaled $128,300, $102,037 and $335,184, respectively.

F-19

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

8. Income Taxes

Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of
assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant
components of the Company’s net deferred tax assets are as follows as of December 31, 2012 and 2011:

Deferred tax assets:

Net operating loss carryforwards and credits . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Stock based compensation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Accrued expenses and other . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$ 5,047,000
97,000
(99,000)

$ 2,404,000
46,000
(19,000)

Total deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .
Less valuation allowance . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

5,045,000
(5,045,000)

2,431,000
(2,431,000)

Net deferred tax assets . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .

$

— $

—

2012

2011

The Company has evaluated the available evidence supporting the realization of its gross deferred tax assets,

including the amount and timing of future taxable income, and has determined that it is more likely than not that
the deferred tax assets will not be realized. Due to such uncertainties surrounding the realization of the domestic
deferred tax assets, the Company maintains a valuation allowance of $5,045,000 against its deferred tax assets as
of December 31, 2012. Realization of the deferred tax assets will be primarily dependent upon the Company’s
ability to generate sufficient taxable income prior to the expiration of its net operating losses.

As of December 31 2012, the Company had net operating loss carryforwards of approximately $10,500,000

and $9,209,000 for federal and state income tax purposes, respectively. These may be used to offset future
taxable income and will begin to expire in varying amounts in 2027 to 2032. The Company also has research and
development credits of approximately $307,000 and $355,000 for federal and state income tax purposes,
respectively. The federal credits may be used to offset future taxable income and will begin to expire in varying
amounts in 2029 to 2032. The state credits may be used to offset future taxable income, such credits carryforward
indefinitely.

The Company is subject to taxation in the U.S. and California jurisdictions. Currently, no historical years
are under examination. The Company’s tax years ending December 31, 2012 and 2011 are subject to examination
by the U.S. and state taxing authorities due to the carryforward of unutilized net operating losses and research
and development credits.

Utilization of the Company’s net operating loss carryforwards and research and development credit
carryforwards may be subject to a substantial annual limitation due to an “ownership change” that may have
occurred, or that could occur in the future, as defined and required by Section 382 of the Internal Revenue Code
of 1986, as amended (the “Code”), as well as similar state provisions. These ownership changes may limit the
amount of net operating loss carryforwards and research and development credit carryforwards, and other tax
attributes that can be utilized annually to offset future taxable income and tax, respectively. Any limitation may
result in the expiration of a portion of the net operating loss carryforwards or research and development credit
carryforwards before utilization.

In general, an “ownership change” results from a transaction or series of transactions over a three-year
period resulting in an ownership change of more than 50% of the outstanding stock of a company by certain
stockholders or public groups. The Company intends to complete a study in the future to assess whether an
ownership change has occurred or whether there have been multiple ownership changes since the Company’s
formation, and will complete such study before the use of any of the aforementioned attributes.

F-20

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

9. 401(k) Plan

The Company maintains a defined contribution 401(k) plan available to eligible employees. Employee
contributions are voluntary and are determined on an individual basis, limited to the maximum amount allowable
under federal tax regulations. The Company, at its discretion, may make certain contributions to the 401(k) plan.
Through December 31, 2012, no such contributions were made.

10. Subsequent Events

Assignment Agreement

In January 2013, the Company entered into an Assignment Agreement, or the Assignment Agreement with

Tien-Li Lee, M.D. and Jane Wu Lee, M.D. as individuals (collectively, the Lees) pursuant to which the Lees
agreed to assign to the Company their right, title and interest throughout the world in and to certain inventions
and patents that provide for the production of recombinant intravenous immunoglobulins. See Note 4.

Loan and Security Agreement

In February 2013, the Company entered into a loan and security agreement with a bank which provided the

Company with an equipment loan for up to $1,000,000 (see Note 5).

Stock Purchase Agreement

In March 2013, the Company entered into a stock purchase agreement and issued 33,658,305 shares of

common stock for aggregate gross proceeds of $6,418,495. See Note 6.

IgDraSol Transactions

On March 7, 2013, the Company entered into an exclusive option agreement with IgDraSol, a private
company focused on the development of oncologic agents for the treatment of metastatic breast cancer, or MBC,
non-small cell lung cancer, or NSCLC, and other cancers. Pursuant to the option agreement, IgDraSol granted the
Company an irrevocable option to acquire IgDraSol by means of an agreement and plan of merger. In
consideration for entering into the option agreement, IgDraSol is to receive a non-refundable lump sum payment
of $200,000. The close of the transaction and the lump sum payment are expected to occur within 51 days of the
signing of the option agreement. If the Company exercises its option to acquire IgDraSol, the Company will,
pursuant to the merger agreement, issue 76,199,198 shares of common stock to IgDraSol stockholders and, upon
the later achievement of a specified regulatory milestone, the Company will issue an additional 32,656,799
shares of common stock to former IgDraSol stockholders. If the Company does not exercise its option to acquire
IgDraSol, the Company will be required to invest $500,000 in IgDraSol pari passu with other new investors of
IgDraSol.

F-21

SORRENTO THERAPEUTICS, INC.
(A DEVELOPMENT STAGE COMPANY)

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS—(Continued)

IgDraSol’s lead compound, Cynviloq™, is a micellar diblock copolymeric paclitaxel formulation drug
product. Cynviloq™ is currently approved and marketed in several countries, including South Korea for MBC
and NSCLC under the trade name Genexol-PM®, and has completed Phase 2 testing for potential advancement
into registration trials in the U.S. IgDraSol has the exclusive U.S. distribution rights to Cynviloq™ from
Samyang Biopharmaceuticals Corporation, a South Korean corporation.

Contemporaneously with the execution of the option agreement, on March 7, 2013, the Company and
IgDraSol entered into an asset purchase agreement pursuant to which the Company agreed to purchase all
documentation, equipment, information and other know-how related to micellar nanoparticle technology
encompassing Tocosol® and related technologies for a purchase price of $1,210,000. The transaction is expected
to close within 45 days of the signing of the asset purchase agreement. Upon payment of such purchase price,
IgDraSol and the Company intend to enter into a development services agreement pursuant to which
approximately $3,000,000 in development services may be provided by IgDraSol for the development of
Tocosol® and related technologies.

IgDraSol and the Company also entered into an initial services agreement dated March 7, 2013, or the initial

services agreement, pursuant to which, IgDraSol is to provide certain product development and technology
services related to the Company’s antibody platform in exchange for a payment of $1,000,000, which was paid to
IgDraSol upon signing.

F-22

SORRENTO THERAPEUTICS, INC.  

INDEPENDENT DIRECTOR COMPENSATION POLICY  
(as amended through December 12, 2012)  

Exhibit 10.28 

Non-employee members of the board of directors (the “Board”) of Sorrento Therapeutics, Inc. (the “Company”), shall be 
eligible to receive cash and equity compensation (e.g., option grants) as set forth in this Independent Director Compensation Policy 
effective as of September 6, 2012 (the “Effective Date”) and amended as of December 12, 2012. The cash compensation and option 
grants described in this Independent Director Compensation Policy shall be paid or be made, as applicable, automatically and without 
further action of the Board, to each member of the Board who is not an employee of the Company or any parent or subsidiary of the 
Company (each, an “Independent Director”) who may be eligible to receive such cash compensation or options, unless such 
Independent Director declines the receipt of such cash compensation or options by written notice to the Company. This Independent 
Director Compensation Policy shall remain in effect until it is revised or rescinded by further action of the Board.  

1. Cash Compensation.  

(a) Annual Retainers. Each Independent Director shall be eligible to receive an annual retainer of $25,000 for service on 

the Board. In addition, an Independent Director serving as:  

(i) chairman of the Board shall be eligible to receive an additional annual retainer of $5,000 for such service;  

(ii) chairman of the Audit Committee shall be eligible to receive an additional annual retainer of $5,000 for such 

service;  

such service; and  

(iii) chairman of the Compensation Committee shall be eligible to receive an additional annual retainer of $5,000 for 

service.  

(iv) chairman of the Science Committee shall be eligible to receive an additional annual retainer of $5,000 for such 

The annual retainers shall be paid by the Company in quarterly installments or more frequently as deemed advisable by the 

officers of the Company for administrative or other reasons.  

(b) Additional Cash Compensation. In the event the Board determines that an Independent Director’s service to the 

Company in such capacity at any time requires extraordinary efforts, such Independent Director shall be eligible to receive additional 
compensation as may be approved by the Board in connection with such additional service.  

2. Equity Compensation. The options described below shall be granted under and shall be subject to the terms and provisions of 

the Company’s 2009 Stock Incentive Plan (as amended from time to time, the “2009 Plan”) and shall be granted subject to the 
execution and delivery of option agreements, including attached exhibits, in substantially the same forms previously approved by the 
Board, setting forth the vesting schedule applicable to such options and such other terms as may be required by the 2009 Plan.  

(a) Initial Options. A person who is an Independent Director on the Effective Date, or who is initially elected or appointed 

to the Board following the Effective Date, and who is an Independent Director at the time of such initial election or appointment, shall 
be eligible to receive a non- 

qualified stock option to purchase 400,000 shares of common stock (subject to adjustment as provided in the 2009 Plan) (provided 
that such award shall be 450,000 shares of common stock if the Independent Director is also serving as the chairman of the Board as 
of the Effective Date or as of the date of such initial election or appointment) as soon as practicable following the Effective Date or on 
the date of such initial election or appointment, as applicable (each, an “Initial Option”).  

(b) Termination of Employment of Employee Directors. Members of the Board who are employees of the Company or any 
parent or subsidiary of the Company who subsequently terminate their employment with the Company and any parent or subsidiary of 
the Company and remain on the Board will not receive an Initial Option grant pursuant to clause 2(a) above.  

(c) Terms of Options Granted to Independent Directors  

of the Fair Market Value (as defined in the 2009 Plan) of a share of common stock on the date the option is granted.  

(i) Exercise Price. The per share exercise price of each option granted to an Independent Director shall equal 100% 

(ii) Vesting. Unless otherwise determined by the Board, Initial Options granted to Independent Directors shall 

become exercisable in forty-eight equal monthly installments on the last day of each one-month period of service following the date 
of the Initial Option grant (or, with respect to the Initial Options granted to those individuals who were Independent Directors as of 
the Effective Date, following September 6, 2012), such that each Initial Option shall be 100% vested on the fourth anniversary of the 
date of grant (or, with respect to the Initial Options granted to those individuals who were Independent Directors as of the Effective 
Date, on September 6, 2016), subject to the director’s continuing service on the Board through such dates. The term of each option 
granted to an Independent Director shall be ten years from the date the option is granted. No portion of an option which is 
unexercisable at the time of an Independent Director’s termination of service to the Company shall thereafter become exercisable. 
Initial Options shall vest in the event of a Change in Control (as defined in the 2009 Plan).  

2 

  
Exhibit 10.29 

STOCK OPTION CANCELLATION AGREEMENT AND OPTION AMENDMENT  

This STOCK OPTION CANCELLATION AGREEMENT AND OPTION AMENDMENT (this “Agreement”) is made this 

30th day of September, 2012 (the “Effective Date”), between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), 
and Richard G. Vincent (the “Optionee”).  

WHEREAS, Optionee currently holds the following options (the “Options”) to purchase an aggregate of 3,725,000 shares of the 

common stock (the “Common Stock”) of the Company granted to Optionee pursuant to the Company’s 2009 Stock Incentive Plan 
(the “Plan”), each of which are also listed on Attachment 1 hereto:  

(a) Options to purchase 100,000 shares of the Common Stock of the Company were granted to Optionee pursuant to that certain 

Stock Option Award Agreement dated as of February 5, 2010 (the “2010 Option Agreement”).  

(b) Options to purchase 500,000 shares of the Common Stock of the Company were granted to Optionee pursuant to that certain 

Stock Option Award Agreement dated as of March 7, 2011 (the “2011 Option Agreement”).  

(c) Options to purchase 125,000 shares of the Common Stock of the Company were granted to Optionee pursuant to that certain 

Stock Option Award Agreement dated as of February 6, 2012 (the “February 2012 Option Agreement”).  

(d) Options to purchase 3,000,000 shares of the Common Stock of the Company were granted to Optionee pursuant to that 

certain Stock Option Award Agreement dated as of September 22, 2012 (the “September 2012 Option Agreement”).  

WHEREAS, the Board of Directors of the Company has requested, and Optionee has agreed, to cancel 725,000 of the Options 
granted pursuant to the September 2012 Option Agreement, which are identified on Attachment 1 hereto as the “Cancelled Options,” 
to terminate any right, title or interest Optionee may have in or to the Cancelled Options and any shares of Common Stock issuable 
upon exercise of the Cancelled Options, and to amend the September 2012 Option Agreement to reflect such cancellation, which 
cancellation, termination and amendment shall be effective on the Effective Date.  

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and for other good 

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, 
the Company and the Optionee hereby agree as follows:  

1. Cancellation and Amendment. Effective as of the Effective Date:  

(a) Optionee hereby waives, relinquishes and gives up any and all right, title or interest that the Optionee may have in or to 

the Cancelled Options or any Common Stock issuable upon exercise of the Cancelled Options; and 

(b) The Cancelled Options are hereby terminated and cancelled and shall be of no further force or effect.  

(c) The September 2012 Option Agreement is hereby amended to provide that the “Number of Shares Subject to Option” in 

Section 1 shall be “2,275,000.” Except as specifically set forth above, all of the remaining terms of the September 2012 Option 
Agreement shall remain unchanged and in full force and effect.  

2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California 

without reference to the choice of law principles thereof.  

3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their 

respective successors and assigns.  

4. Amendment and Modification. This Agreement may be amended, modified and supplemented only by a written document 

executed by the parties which specifically states that it is an amendment, modification or supplement to this Agreement.  

5. Severability. If any provision of this Agreement shall be found invalid or unenforceable in whole or in part, then such 
provision shall be deemed to be modified or restricted to the extent and in the manner necessary to render the same valid and 
enforceable or shall be deemed excised from this Agreement as such circumstances may require, and this Agreement shall be 
construed and enforced to the maximum extent permitted by law as if such provision had been originally incorporated herein as so 
modified or restricted or as if such provision had not been originally incorporated herein, as the case may be.  

6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an 

original and all of which together shall constitute one and the same document.  

7. Advice of Counsel and Tax Advisor. Optionee represents and warrants that he has read this Agreement, has had adequate time 
to consider this Agreement, and has had an opportunity to consult with an attorney and his personal tax advisor prior to executing this 
Agreement. Optionee acknowledges that he understands the meaning and effect of this Agreement and has executed this Agreement 
knowingly, voluntarily and with the intent of being bound by this Agreement.  

8. Complete Agreement. This Agreement, the September 2012 Option Agreement and the Plan constitute the entire agreement 

between Optionee and the Company and they are the complete, final and exclusive embodiment of their agreement with regard to this 
subject matter. This Agreement is entered into without reliance on any promise or representation other than those expressly contained 
herein.  

[Signature Page Follows] 

IN WITNESS WHEREOF, the Company and Optionee have caused this Agreement to be executed as of the date and year first 

above written.  

SORRENTO THERAPEUTICS, INC.

     /s/ Henry Ji 
By:
Name: Henry Ji, Ph.D.
Title: President & CEO

OPTIONEE

Signature:
Print Name: Richard G. Vincent

   /s/ Richard G. Vincent 

  
  
ATTACHMENT 1 

OPTIONS AND CANCELLED OPTIONS  

Date of Notice of Stock 
Option Award 
Agreement
February 5, 2010 
March 7, 2011 
February 6, 2012 
September 22, 2012 

Number of Shares of
Company Common 
Stock Subject to Option
100,000

500,000

125,000

2,275,000

Number of Shares of 
Company Common 
Stock With Respect to 
which Option is to be 
Cancelled (“Cancelled 
Options”) 
N/A

N/A

N/A

725,000

  
  
  
  
  
  
  
  
  
  
  
STOCK OPTION CANCELLATION AGREEMENT  

Exhibit 10.30 

This STOCK OPTION CANCELLATION AGREEMENT (this “Agreement”) is made this 17  day of October, 2012 (the 

th

“Effective Date”), between Sorrento Therapeutics, Inc., a Delaware corporation (the “Company”), and David R. Webb, Ph.D. (the 
“Optionee”).  

WHEREAS, Optionee currently holds options (the “Options”) to purchase 50,000 shares of the common stock (the “Common 

Stock”) of the Company.  

WHEREAS, the Options were granted to Optionee pursuant to the Company’s 2009 Stock Incentive Plan (the “Plan”) and that 

certain Stock Option Award Agreement (together, the “Option Agreement”) listed on Attachment 1 hereto.  

WHEREAS, as an inducement for the option award to be granted to Optionee in connection with his appointment as a member 

of the board of directors of the Company, Optionee desires to cancel those Options identified on Attachment 1 hereto as the 
“Cancelled Options,” to terminate any right, title or interest Optionee may have in or to the Cancelled Options and any shares of 
Common Stock issuable upon exercise of the Cancelled Options, and to amend the Option Agreement to reflect such cancellation, 
which cancellation, termination and amendment shall be effective on the Effective Date.  

NOW, THEREFORE, in consideration of the premises and the covenants and agreements contained herein and for other good 

and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and intending to be legally bound hereby, 
the Company and the Optionee hereby agree as follows:  
1. Cancellation. Effective as of the Effective Date:  

(a) Optionee hereby waives, relinquishes and gives up any and all right, title or interest that the Optionee may have in or to 

the Cancelled Options or any Common Stock issuable upon exercise of the Cancelled Options; and  

(b) The Cancelled Options are hereby terminated and cancelled and shall be of no further force or effect.  

2. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California 

without reference to the choice of law principles thereof.  

3. Successors and Assigns. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their 

respective successors and assigns.  

4. Amendment and Modification. This Agreement may be amended, modified and supplemented only by a written document 

executed by the parties which specifically states that it is an amendment, modification or supplement to this Agreement.  

5. Severability. If any provision of this Agreement shall be found invalid or unenforceable in whole or in part, then such 

provision shall be deemed to be modified or 

restricted to the extent and in the manner necessary to render the same valid and enforceable or shall be deemed excised from this 
Agreement as such circumstances may require, and this Agreement shall be construed and enforced to the maximum extent permitted 
by law as if such provision had been originally incorporated herein as so modified or restricted or as if such provision had not been 
originally incorporated herein, as the case may be.  

6. Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an 

original and all of which together shall constitute one and the same document.  

7. Advice of Counsel and Tax Advisor. Optionee represents and warrants that he has read this Agreement, has had adequate time 
to consider this Agreement, and has had an opportunity to consult with an attorney and his personal tax advisor prior to executing this 
Agreement. Optionee acknowledges that he understands the meaning and effect of this Agreement and has executed this Agreement 
knowingly, voluntarily and with the intent of being bound by this Agreement.  

8. Complete Agreement. This Agreement, the Option Agreement and the Plan constitute the entire agreement between Optionee 

and the Company and they are the complete, final and exclusive embodiment of their agreement with regard to this subject matter. 
This Agreement is entered into without reliance on any promise or representation other than those expressly contained herein.  

[Signature Page Follows] 

IN WITNESS WHEREOF, the Company and Optionee have caused this Agreement to be executed as of the date and year first 

above written.  

SORRENTO THERAPEUTICS, INC.

     /s/ Richard Vincent 

By:
Name: Richard Vincent
Title: CFO

OPTIONEE

   /s/ David R. Webb 
Signature:
Print Name: David R. Webb, Ph.D.

  
  
ATTACHMENT 1 

OPTIONS AND CANCELLED OPTIONS  

Date of Notice of Stock 
Option Award 
Agreement
September 28, 2011 

Number of Shares of
Company Common 
Stock Subject to Option
50,000

Number of Shares of 
Company Common 
Stock With Respect to 
which Option is to be 
Cancelled (“Cancelled 
Options”) 
37,500

  
  
  
  
  
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in Registration Statement No. 333-163670 on Form S-8 of our

report dated March 25, 2013, which includes an explanatory paragraph related to the uncertainty of the
Company’s ability to continue as a going concern, relating to the consolidated financial statements of Sorrento
Therapeutics, Inc. and Subsidiary for the year ended December 31, 2012, appearing in this Annual Report on
Form 10-K of Sorrento Therapeutics, Inc. and Subsidiary.

Exhibit 23.1

/s/ Mayer Hoffman McCann P.C.
San Diego, California
March 25, 2013

Exhibit 31.1

CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER
Pursuant to Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Henry Ji

1.

I have reviewed this Annual Report on Form 10-K of Sorrento Therapeutics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,

fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

/s/ Henry Ji

Director, Chief Executive Officer
& President

Dated: March 25, 2013

Exhibit 31.2

CERTIFICATION OF PRINCIPAL FINANCIAL OFFICER
Pursuant to Rule 13a-14(a) adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

I, Richard G. Vincent, certify that:

1.

I have reviewed this Annual Report on Form 10-K of Sorrento Therapeutics, Inc.;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state
a material fact necessary to make the statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial information included in this report,

fairly present in all material respects the financial condition, results of operations and cash flows of the
registrant as of, and for, the periods presented in this report;

4.

The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure
controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control
over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and
have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to

be designed under our supervision, to ensure that material information relating to the registrant,
including its consolidated subsidiaries is made known to us by others within those entities, particularly
during the period in which this report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial

reporting to be designed under our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external purposes in
accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this
report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end
of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant’s internal control over financial reporting that

occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the
case of an annual report) that has materially affected, or is reasonably likely to materially affect, the
registrant’s internal control over financial reporting; and

5.

The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of
internal control over financial reporting, to the registrant’s auditors and the audit committee of the
registrant’s board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over
financial reporting which are reasonably likely to adversely affect the registrant’s ability to record,
process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a

significant role in the registrant’s internal control over financial reporting.

/s/ Richard G. Vincent

Richard G. Vincent
Chief Financial Officer
(Principal Financial Officer)

Dated: March 25, 2013

CERTIFICATIONS

Exhibit 32.1

Each of the undersigned, in his capacity as the principal executive officer and principal financial officer of
Sorrento Therapeutics, Inc. (the “Company”), as the case may be, hereby certifies, pursuant to the requirement
set forth in Rule 13a-14(b) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and
Section 1350 of Chapter 63 of Title 18 of the United States Code (18 U.S.C. §1350), that, to the best of his
knowledge:

1.

2.

This Annual Report on Form 10-K for the period ended December 31, 2012 fully complies with the
requirements of Section 13(a) or 15(d) of the Exchange Act; and

The information contained in this Annual Report fairly presents, in all material respects, the financial
condition and results of operations of the Company for the period covered by this Annual Report.

A signed original of this written statement required by Section 906 has been provided to the Company and
will be retained by the Company and furnished to the Securities and Exchange Commission (“SEC”) or its staff
upon request.

This certification accompanies the Form 10-K to which it relates, is not deemed filed with the SEC and is
not to be incorporated by reference into any filing of the Company under the Securities Act of 1933, as amended,
or the Exchange Act (whether made before or after the date of this Annual Report), irrespective of any general
incorporation language contained in such filing.

IN WITNESS WHEREOF, the undersigned have set their hands hereto as of the 25th day of March 2013.

/s/ HENRY JI

Director, Chief Executive Officer
& President

/s/ RICHARD G. VINCENT

Richard G. Vincent
Chief Financial Officer
(Principal Financial Officer)