0001104659-23-107259.txt : 20231005 0001104659-23-107259.hdr.sgml : 20231005 20231005171617 ACCESSION NUMBER: 0001104659-23-107259 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230929 FILED AS OF DATE: 20231005 DATE AS OF CHANGE: 20231005 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Sorrento Therapeutics, Inc. CENTRAL INDEX KEY: 0000850261 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38914 FILM NUMBER: 231312155 BUSINESS ADDRESS: STREET 1: 4955 DIRECTORS PLACE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-203-4100 MAIL ADDRESS: STREET 1: 4955 DIRECTORS PLACE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER NAME: FORMER CONFORMED NAME: QUIKBYTE SOFTWARE INC DATE OF NAME CHANGE: 19920703 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Celularity Inc CENTRAL INDEX KEY: 0001752828 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 831702591 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 170 PARK AVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 BUSINESS PHONE: (908) 768-2170 MAIL ADDRESS: STREET 1: 170 PARK AVE CITY: FLORHAM PARK STATE: NJ ZIP: 07932 FORMER COMPANY: FORMER CONFORMED NAME: GX Acquisition Corp. DATE OF NAME CHANGE: 20180912 4 1 tm2327884-1_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-09-29 1 0001752828 Celularity Inc CELU 0000850261 Sorrento Therapeutics, Inc. 4955 DIRECTORS PLACE SAN DIEGO CA 92121 0 0 1 0 0 Class A Common Stock 2023-09-29 4 S 0 9064539 D 11357585 D Class A Common Stock 2023-10-05 4 S 0 6307158 D 5050427 D On September 29, 2023, the Reporting Person and Dr. Robert J. Hariri, M.D., Ph. D., ("Purchaser") entered into that certain Stock Purchase Agreement (the "SPA") pursuant to which the Purchaser agreed (i) to acquire on the date of the signing of the SPA, 9,064,539 shares of Class A common stock ("Celularity Common Shares") of Celularity Inc. ("Celularity") for an aggregate amount in cash equal to $1.5 million, payable on such initial closing date, and (ii) to acquire, no later than October 4, 2023, the remaining 11,357,585 Celularity Common Shares owned by the Reporting Person for an aggregate amount in cash equal to seventy percent of the 5-Day VWAP of the Celularity Common Shares calculated as of such subsequent closing date. Pursuant to the terms of the SPA, the Purchaser paid Sorrento $1.5 million on September 29, 2023. In connection with the transaction described in clause (ii) of footnote 1 above, the Purchaser paid Sorrento $1.0 million on October 5, 2023, as consideration for the transfer of 6,307,158 Celularity Common Shares; however, the transfer of the remaining 5,050,427 Celularity Common Shares in exchange for the $0.8 million of consideration remaining to be paid pursuant to the SPA has not yet been consummated as of the date hereof. By: /s/ Mohsin Y. Meghji Chief Restructuring Officer of Sorrento Therapeutics, Inc. 2023-10-05