0001144204-17-027515.txt : 20170515 0001144204-17-027515.hdr.sgml : 20170515 20170515162600 ACCESSION NUMBER: 0001144204-17-027515 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20170515 DATE AS OF CHANGE: 20170515 GROUP MEMBERS: BOCOM INTERNATIONAL ASSET MANAGEMENT LTD GROUP MEMBERS: YUEHUI XIE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Sorrento Therapeutics, Inc. CENTRAL INDEX KEY: 0000850261 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMMERCIAL PHYSICAL & BIOLOGICAL RESEARCH [8731] IRS NUMBER: 330344842 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-82540 FILM NUMBER: 17844622 BUSINESS ADDRESS: STREET 1: 9380 JUDICIAL DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: 858-210-3700 MAIL ADDRESS: STREET 1: 9380 JUDICIAL DRIVE CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: QUIKBYTE SOFTWARE INC DATE OF NAME CHANGE: 19920703 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: Xianjian Advanced Technology Ltd CENTRAL INDEX KEY: 0001706572 IRS NUMBER: 000000000 STATE OF INCORPORATION: D8 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: SAIBA R&D BUILDING, LANGSHAN ER ROAD STREET 2: HIGH TECH INDUSTRIAL PARK NORTH DISTRICT CITY: SHENZHEN STATE: F4 ZIP: 518000 BUSINESS PHONE: (852) 2297 9888 MAIL ADDRESS: STREET 1: SAIBA R&D BUILDING, LANGSHAN ER ROAD STREET 2: HIGH TECH INDUSTRIAL PARK NORTH DISTRICT CITY: SHENZHEN STATE: F4 ZIP: 518000 SC 13G 1 v467071_sc13g.htm SC 13G

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. ___)*

SORRENTO THERAPEUTICS, INC.

(Name of Issuer)

Common Stock, $0.0001 par value

(Title of Class of Securities)

	83587F202

	(CUSIP Number)

	April 27, 2017

	(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

Rule 13d-1(b)

Rule 13d-1(c)

Rule 13d-1(d)

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Page 2 of 9 Pages

CUSIP No. 83587F202

Name of Reporting Person

Xianjian Advanced Technology Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

SEC Use Only

Citizenship or Place of Organization

British Virgin Islands

number of shares beneficially owned by each reporting person with

Sole Voting Power

3,341,118 (see Item 4)

Shared Voting Power

Sole Dispositive Power

3,341,118 (see Item 4)

Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person

3,341,118 (see Item 4)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (9)

4.4%⁽¹⁾

Type of Reporting Person (See Instructions)

⁽¹⁾Percentage based on: (a) 50,887,102 shares of the Issuer’s common stock outstanding as of March 9, 2017, as disclosed in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”) on March 22, 2017, plus (b) 23,625,084 shares of the Issuer’s common stock issued on April 19, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 19, 2017, plus (c) 797,081 shares of the Issuer’s common stock issued on April 27, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 28, 2017.

Page 3 of 9 Pages

CUSIP No. 83587F202

Name of Reporting Person

Bocom International Asset Management Limited

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

SEC Use Only

Citizenship or Place of Organization

Hong Kong

number of shares beneficially owned by each reporting person with

Sole Voting Power

540,540 (see Item 4)

Shared Voting Power

Sole Dispositive Power

540,540 (see Item 4)

Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person

540,540 (see Item 4)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (9)

0.7%⁽²⁾

Type of Reporting Person (See Instructions)

⁽²⁾ Percentage based on: (a) 50,887,102 shares of the Issuer’s common stock outstanding as of March 9, 2017, as disclosed in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”) on March 22, 2017, plus (b) 23,625,084 shares of the Issuer’s common stock issued on April 19, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 19, 2017, plus (c) 797,081 shares of the Issuer’s common stock issued on April 27, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 28, 2017, plus (d) 540,540 shares of the Issuer’s common stock issuable upon exercise of a warrant issued to Bocom International Asset Management Limited on May 31, 2016 (the “Warrant”).

Page 4 of 9 Pages

CUSIP No. 83587F202

Name of Reporting Person

Yuehui Xie

Check the Appropriate Box if a Member of a Group (See Instructions)

(a) ¨

(b) ¨

SEC Use Only

Citizenship or Place of Organization

China

number of shares beneficially owned by each reporting person with

Sole Voting Power

3,881,658(see Item 4)

Shared Voting Power

Sole Dispositive Power

3,881,658 (see Item 4)

Shared Dispositive Power

Aggregate Amount Beneficially Owned by Each Reporting Person

3,881,658 (see Item 4)

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)

Percent of Class Represented by Amount in Row (9)

5.1%⁽³⁾

Type of Reporting Person (See Instructions)

⁽³⁾ Percentage based on: (a) 50,887,102 shares of the Issuer’s common stock outstanding as of March 9, 2017, as disclosed in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission (“SEC”) on March 22, 2017, plus (b) 23,625,084 shares of the Issuer’s common stock issued on April 19, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 19, 2017, plus (c) 797,081 shares of the Issuer’s common stock issued on April 27, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 28, 2017, plus (d) 540,540 shares of the Issuer’s common stock issuable upon exercise of the Warrant.

Page 5 of 9 Pages

Item 1.

(a)

Name of Issuer

Sorrento Therapeutics, Inc.

(b)

Address of Issuer’s Principal Executive Offices

4955 Directors Place

San Diego, CA 92121

Item 2.

(a)

Names of Persons Filing

This Schedule 13G is being filed jointly by (1) Xianjian Advanced Technology Limited (“Xianjian”), (2) Bocom International Asset Management Limited (“Bocom”), and (3) Yuehui Xie (each a “Reporting Person”). The Reporting Persons have entered into a Joint Filing Agreement, a copy of which is filed with this statement as Exhibit 99.1, pursuant to which such persons have agreed to file this Schedule 13G jointly in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”). The Reporting Persons are of the view that they are not acting as a group for purposes of Section 13(d) under the Exchange Act.

(b)

Address of Principal Business office or, if None, Residence

The principal business address of each of Xianjian and Yuehui Xie is:

Saiba R&D Building
Langshan Er Road
High-tech Industrial Park North District
Nanshan District, Shenzhen
Guangdong, China

The principal business address of Bocom is:

11th Floor, Man Yee Building
68 Des Voeux Road
Central, Hong Kong

(c)

Citizenship

Xianjian: British Virgin Islands
Bocom: Hong Kong
Yuehui Xie: China

(d)

Title of Class of Securities

Common Stock, $0.0001 par value (“Common Stock”)

(e)

CUSIP Number

83587F202

Page 6 of 9 Pages

Item 3.

If this statement is filed pursuant to §§ 240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

(a)	¨	Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);

(b)	¨	Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);

(c)	¨	Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);

(d)	¨	Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);

(e)	¨	An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);

(f)	¨	An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);

(g)	¨	A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h)	¨	A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)	¨	A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j)	¨	A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);

(k)	¨	Group, in accordance with § 240.13d-1(b)(1)(ii)(K). If filing as a non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J), please specify the type of institution: _________

Item 4.

Ownership.

(a)

Amount beneficially owned:

Xianjian holds 3,341,118 shares of Common Stock (the “Xianjian Shares”) and Bocom holds the Warrant. Yuehui Xie is the sole owner and Director of each of Xianjian and Bocom and thus has beneficial ownership over the Xianjian Shares and the Warrant.

(b)

Percent of class:

See responses to Item 11 on each cover page.

(c)

Number of shares as to which the person has:

(i)

Sole power to vote or to direct the vote:

See responses to Item 5 on each cover page

(ii)

Shared power to vote or to direct the vote:

(iii)

Sole power to dispose or to direct the disposition of:

See responses to Item 7 on each cover page.

(iv)

Shared power to dispose or to direct the disposition of:

Page 7 of 9 Pages

Item 5.

Ownership of Five Percent or Less of a Class.

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5 percent of the class of securities, check the following ¨

Item 6.

Ownership of More than Five Percent on Behalf of Another Person.

Yuehui Xie is the sole owner and Director of each of Xianjian and Bocom and has voting and dispositive power over the Xianjian Shares and the Warrant.

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.

N/A

Item 8.

Identification and Classification of Members of the Group.

N/A

Item 9.

Notice of Dissolution of Group.

N/A

Item 10.

Certifications.

By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect, other than activities solely in connection with a nomination under § 240.14a-11.

Page 8 of 9 Pages

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: May 15, 2017

	Xianjian Advanced Technology Limited

	By:	/s/ Luo Miao
		Name: Luo Miao Attorney-in-Fact for Xianjian Advanced Technology Limited pursuant to Power of Attorney filed as Exhibit 24.1 to this Schedule 13G

	Bocom International Asset Management Limited

	By:	/s/ Luo Miao
		Name: Luo Miao Attorney-in-Fact for Bocom International Asset Management Limited pursuant to Power of Attorney filed as Exhibit 24.2 to this Schedule 13G

/s/ Luo Miao

Luo Miao

Attorney-in-Fact for Yuehui Xie pursuant to Power of Attorney filed as Exhibit 24.3 to this Schedule 13G

Page 9 of 9 Pages

Exhibit Index

Exhibit 24.1	Xianjian Advanced Technology Limited Power of Attorney.
Exhibit 24.2	Bocom International Asset Management Limited Power of Attorney.
Exhibit 24.3	Yuehui Xie Power of Attorney.
Exhibit 99.1	Joint Filing Agreement.

EX-24.1 2 v467071_ex24-1.htm EXHIBIT 24.1

Exhibit 24.1

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Luo Miao the undersigned’s true and lawful attorney-in-fact and agent to:

(1) prepare, execute and deliver for and on behalf of the undersigned, Schedules 13D and 13G in accordance with Section 13 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules and regulations promulgated thereunder;

(2) do and perform any and all acts for and on behalf of the undersigned that may be necessary or desirable to complete and execute such Schedules 13D and 13G, complete and execute any amendment or amendments thereto, and timely file such forms or amendments with the United States Securities and Exchange Commission and any stock exchange or similar authority, as required; and

(3) take any other action of any nature whatsoever in connection with the foregoing which, in the opinion of any such attorney-in-fact, may be of benefit, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-fact’s discretion.

The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this power of attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, is not assuming any of the undersigned’s responsibilities to comply with Section 13 of the Exchange Act.

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May, 2017.

	Xianjian Advanced Technology Limited

	By:	/s/ Yuehui Xie
		Name: Yuehui Xie
		Title: Director

EX-24.2 3 v467071_ex24-2.htm EXHIBIT 24.2

Exhibit 24.2

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Luo Miao the undersigned’s true and lawful attorney-in-fact and agent to:

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May, 2017.

	Bocom International Asset Management Limited

	By:	/s/ Yuehui Xie
		Name: Yuehui Xie
		Title: Director

EX-24.3 4 v467071_ex24-3.htm EXHIBIT 24.3

Exhibit 24.3

POWER OF ATTORNEY

Know all by these presents, that the undersigned hereby constitutes and appoints Luo Miao the undersigned’s true and lawful attorney-in-fact and agent to:

This Power of Attorney shall remain in full force and effect with respect to the undersigned until revocation by the undersigned in a signed writing delivered to the foregoing attorney-in-fact.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 15th day of May, 2017.

	/s/ Yuehui Xie
	Yuehui Xie

EX-99.1 5 v467071_ex99-1.htm EXHIBIT 99.1

Exhibit 99.1

Joint Filing Agreement Pursuant to Rule 13d-1

This Joint Filing Agreement (this “Agreement”) is made pursuant to Rule 13d-l(k)(1) under the Securities and Exchange Act of 1934, as amended (the “Act”), by and among the parties listed below, each referenced to herein as a “Joint Filer.” The Joint Filers agree that a statement of beneficial ownership relating to shares of common stock, par value $0.0001 per share, of Sorrento Therapeutics, Inc. as required by Sections 13(g) or 13(d) of the Act and the rules thereunder may be filed on each of their behalf on Schedule 13G or Schedule 13D, as appropriate, and that said joint filing may thereafter be amended by further joint filings. The Joint Filers state that they each satisfy the requirements for making a joint filing under Rule 13d-1.

The Joint Filers further agree that each party hereto is responsible for the timely filing of the statements of beneficial ownership and any amendments thereto, and for the completeness and accuracy of the information concerning such party contained therein; provided, however, that no party is responsible for the completeness or accuracy of the information concerning any other party, unless such party knows or has reason to believe that such information is inaccurate.

It is understood and agreed that a copy of this Agreement shall be attached as an exhibit to the statement of beneficial ownership filed on behalf of each of the Joint Filers.

Date: May 15, 2017

	Xianjian Advanced Technology Limited

	By:	/s/ Yuehui Xie
		Name: Yuehui Xie
		Title: Director

	Bocom International Asset Management Limited

	By:	/s/ Yuehui Xie
		Name: Yuehui Xie
		Title: Director

		/s/ Yuehui Xie
		Yuehui Xie