Item 8.01. Other Events.
On August 7, 2020, Sorrento Therapeutics, Inc. (the “Company”) granted to Henry Ji, Ph.D., the Company’s Chairman of the Board, Chief Executive Officer and President, a 10-year CEO performance award tied solely to achieving market capitalization milestones (the “CEO Performance Award”), subject to approval of the Company’s stockholders at the Company’s upcoming 2020 Annual Meeting of Stockholders (the “Annual Meeting”). The CEO Performance Award, which was approved by the Compensation Committee of the Company’s Board of Directors (the “Board”) comprised entirely of independent members of the Board, consists of a 10-year option to purchase an aggregate of 24,935,882 shares of the Company’s common stock, which was equal to 10% of the Company’s outstanding shares of common stock on the day prior to the date of grant, and vests in ten tranches. Each of the ten tranches vests only if a market capitalization milestone is met. To meet the first market capitalization milestone, the Company’s current market capitalization must increase to $5.0 billion. For the next two milestones, the Company’s market capitalization must continue to increase in additional $2.0 billion increments. For the three milestones thereafter, the Company’s market capitalization must increase in additional $3.0 billion increments. For the next three milestones thereafter, the Company’s market capitalization must increase in additional $4.0 billion increments. For the final milestone, the Company’s market capitalization must increase by an additional $5.0 billion. Thus, for Dr. Ji to fully vest in the award, the Company’s market capitalization must increase to $35.0 billion.
For each of the ten milestones that is achieved, one-tenth of the shares of common stock (an amount equal to approximately 1% of the Company’s total outstanding shares of common stock as of the day prior to the date of grant) subject to the CEO Performance Award will vest, as follows:
| Tranche | Market Capitalization | Number of Shares that will Vest |
| 1 | $5.0 billion | 2,493,588 |
| 2 | $7.0 billion | 2,493,588 |
| 3 | $9.0 billion | 2,493,588 |
| 4 | $12.0 billion | 2,493,588 |
| 5 | $15.0 billion | 2,493,588 |
| 6 | $18.0 billion | 2,493,588 |
| 7 | $22.0 billion | 2,493,588 |
| 8 | $26.0 billion | 2,493,588 |
| 9 | $30.0 billion | 2,493,588 |
| 10 | $35.0 billion | 2,493,590 |
If none of the ten market capitalization milestones is achieved, none of the shares subject to the CEO Performance Award will vest. In order to satisfy a market capitalization milestone, the Company must sustain the market capitalization threshold based on both: (i) a six calendar month trailing average (based on trading days); and (ii) a 30 calendar day trailing average (based on trading days). In addition, for vesting to occur when the milestones are met, Dr. Ji must remain as the Company’s Chief Executive Officer or Executive Chairman.
The exercise price per share subject to the CEO Performance Award is $17.30, which is a 20% premium to the closing sales price of the Company’s common stock on August 7, 2020, the date of grant.
The effectiveness of the CEO Performance Award is subject to the approval of the Company’s stockholders. The Company expects to solicit the approval of the CEO Performance Award by the Company’s stockholders at the Company’s upcoming Annual Meeting expected to be held in October 2020.
Any stockholder of record or beneficial owner of shares of the Company’s common stock as of the record date for the Annual Meeting will be entitled to vote their shares at the Annual Meeting and the CEO Performance Award will only become effective if: (1) a majority of the votes cast, and (2) a majority of the votes cast (excluding any shares held directly or indirectly by Dr. Ji) are in favor of the proposal.
股价一年内可以见 $25
一早开盘涨得不错，不到半小时就回落到原点，早知道抛了再吸?
