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