Item 1.01. Entry into a Material Definitive Agreement.
On
As consideration for the Merger, upon completion of the Initial Merger, the
equityholders of Virex (the "Virex Equityholders") will be entitled to receive
the following amounts (to be paid in cash and stock as further described below):
(i)
Pursuant to the Merger Agreement, the Merger Consideration shall be paid as
follows: (i) 59% in cash; and (ii) 41% in shares of common stock of the Company,
par value
The closing of the Merger is subject to customary conditions, including the accuracy of the representations and warranties contained in the Merger Agreement (subject to certain materiality qualifiers) and compliance with covenants and agreements in the Merger Agreement in all material respects.
The Merger Agreement contains customary representations, warranties and covenants of the Company and Virex. Subject to certain customary limitations, following the closing of the Merger, the Virex Equityholders shall indemnify the Company and its officers, directors, employees and agents against certain losses related to, among other things, breaches of Virex's representations and warranties, certain specified liabilities and the failure to perform covenants or obligations under the Merger Agreement.
Pursuant to the terms of the Merger Agreement (and subject to the limitations
set forth therein), the Company has agreed to prepare and file one or more
registration statements with the
The foregoing description of the Merger Agreement does not purport to be complete and is qualified in its entirety by reference to the full text of the Merger Agreement, which is filed herewith as Exhibit 2.1.
The representations, warranties and covenants contained in the Merger Agreement
were made only for purposes of such agreement and as of specific dates, were
solely for the benefit of the parties to the Merger Agreement, and may be
subject to limitations agreed upon by the contracting parties. Accordingly, the
Merger Agreement is incorporated herein by reference only to provide investors
with information regarding the terms of the Merger Agreement, and not to provide
investors with any other factual information regarding the Company or its
business, and should be read in conjunction with the disclosures in the
Company's periodic reports and other filings with the
Item 3.02. Unregistered Sale of Securities.
The information set forth in Item 1.01 of this Current Report on Form 8-K is incorporated herein by reference into this Item 3.02 in its entirety. The Shares will be issued to accredited Virex Equityholders in a transaction exempt from registration under the Securities Act, in reliance on Section 4(a)(2) thereof and Rule 506 of Regulation D thereunder. Each Virex Equityholder that receives any shares of Common Stock as Merger Consideration will represent that such equityholder is an "accredited investor," as defined in Regulation D, and will acquire such shares of Common Stock for investment only and not with a view towards, or for resale in connection with, the public sale or distribution thereof.
Except for the registration rights contemplated by the Merger Agreement, the
Shares will not be registered under the Securities Act and such Shares may not
be offered or sold in
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits. Exhibit Number Description
2.1+* Agreement and Plan of Merger, datedJanuary 14, 2022 , by and amongSorrento Therapeutics, Inc. ,VH Merger Sub I, Inc. ,VH Merger Sub II, LLC ,Virex Health, Inc. andFortis Advisors LLC , as representative of the stockholders ofVirex Health, Inc. 104 Cover Page Interactive Data File, formatted in Inline Extensible Business Reporting Language (iXBRL).
+ Non-material schedules and exhibits have been omitted pursuant to Item
601(b)(2) of Regulation S-K. The Registrant hereby undertakes to furnish
supplemental copies of any of the omitted schedules and exhibits upon request
by theSEC .
* Certain identified information has been omitted pursuant to Item 601(b)(10) of
Regulation S-K because such information is both (i) not material and (ii)
information that the Registrant treats as private or confidential. The
Registrant hereby undertakes to furnish supplemental copies of the unredacted
exhibit upon request by the
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