SEC Form 4 · accession 0001104659-17-001383
Sorrento Therapeutics, Inc. · SRNE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owners
ABG Management Ltd
10% Owner
Ally Bridge LB Management Ltd
10% Owner
Fan Yu
10% Owner
Bin Li
10% Owner
ABG SRNE Ltd
10% Owner
ABG II-SO Ltd
10% Owner
Period of report
Jan 5, 2017
Accepted (ET)
Jan 9, 2017 · 8:33 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000850261
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3,F4,F5 | Jan 5, 2017 | J | 397,853 | — | A | 397,853 | I | Through ABG II-SO Limited |
| Common StockF1,F2,F3,F4,F6 | Jan 5, 2017 | J | 1,441,441 | — | A | 1,441,441 | I | Through Ally Bridge LB Healthcare Master Fund Limited |
| Common StockF1,F2,F3,F4,F7 | Jan 5, 2017 | J | 3,243,242 | — | A | 3,243,242 | I | Through ABG SRNE Limited |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| WarrantsF1,F2,F3,F4,F6,F8 | $8.50 | holding | — | — | — | — | May 31, 2019 | Common Stock | 432,432 | 432,432 | I |
| WarrantsF1,F2,F3,F4,F7,F8 | $8.50 | holding | — | — | — | — | May 31, 2019 | Common Stock | 432,432 | 432,432 | I |
| WarrantsF1,F2,F3,F4,F7,F9 | $8.50 | holding | — | — | — | — | Jun 7, 2019 | Common Stock | 540,540 | 540,540 | I |
Explanation of responses
- F1The Reporting Persons are making this joint, single filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act 1934 as amended (the "Act"). According to a Form 8-K filing by the Issuer on January 5, 2017, the Issuer consummated a transaction that involved (i) the cancellation of warrants to purchase an aggregate of 1,137,316 shares of Common Stock (the "Warrants") and cancellation of secured promissory notes in an aggregate principal amount of $53,502,315 that were issued to the Issuer, of which $43,502,315 in aggregate principal amount was outstanding as of December 31, 2016 (the "Notes") and (ii) forfeiture of 7,838,259 shares of Common Stock (the "Shares") which were returned to the Issuer.
- F2Prior to the forfeiture of the Shares and the cancellation of the Warrants and Notes, the Issuer had 58,721,115 Shares outstanding and warrants to purchase an aggregate of 7,070,314 shares of Common Stock outstanding. The Issuer now has 50,882,856 Shares outstanding and warrants to purchase an aggregate of 5,932,998 shares of Common Stock outstanding. As a result of this transaction, the Reporting Persons' (defined below) collective ownership of the Issuer's securities have increased.
- F3The Form 4 is filed by and on behalf of each of the following persons (each a "Reporting Person"): (i) ABG II-SO Limited ("ABG II-SO"), a British Virgin Islands limited company, (ii) Ally Bridge Group Capital Partners II, L.P., a Cayman Islands limited partnership, (iii) Ally Bridge LB Healthcare Master Fund Limited ("ABG LB"), a Cayman Islands limited company, (iv) Ally Bridge LB Management Limited, a Cayman Islands limited company, (v) ABG SRNE Limited ("ABG SRNE"), a British Virgin Islands limited company, (vi) Ally Bridge Group Innovation Capital Partners III, L.P., a Cayman Islands limited company, (vii) ABG Management Ltd., a Cayman Islands limited partnership, (viii) Mr. Fan Yu, a director of ABG LB and a shareholder and director of Ally Bridge LB Management Limited, and the sole shareholder and director of ABG Management Ltd., and (ix) Mr. Bin Li, a director and executive officer of ABG LB and a shareholder and director of Ally Bridge LB Management Limited.
- F4Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purpose of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities.
- F5ABG II-SO directly owns 397,853 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Capital Partners II, L.P., as parent of ABG II-SO, (ii) ABG Management Ltd., as manager of Ally Bridge Group Capital Partners II, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.
- F6ABG LB directly owns (i) 1,441,441 shares of common stock of the Issuer and (ii) warrants to purchase 432,432 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge LB Management Limited, as manager of ABG LB, (ii) Mr. Fan Yu, as a shareholder and director of Ally Bridge LB Management Limited, and (iii) Mr. Bin Li, as a shareholder and director of Ally Bridge LB Management Limited.
- F7ABG SRNE directly owns (i) 3,243,242 shares of common stock of the Issuer and (ii) warrants to purchase 972,972 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Innovation Capital Partners III, L.P., as owner of the sole voting share of ABG SRNE, (ii) ABG Management Ltd., as manager of Ally Bridge Group Innovation Capital Partners III, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd.
- F8The warrants are exercisable at any time on or after May 31, 2016.
- F9The warrants are exercisable at any time on or after June 7, 2016.