SC 13D/A

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

 

 

 

SORRENTO THERAPEUTICS, INC.

(Name of Issuer)

 

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

 

83587F202

(CUSIP Number)

Cambridge Equities, LP

Attn: Charles Kenworthy

9922 Jefferson Boulevard

Culver City, California 90232

(310) 836-6400

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

June 13, 2016

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box.  ¨

 

 

Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.

 

 

 

* 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 disclosures provided in a prior cover page.

The information required on 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).

 

 

 

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 2 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Patrick Soon-Shiong

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

PF, AF        (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON

WITH

      7    

SOLE VOTING POWER

 

9,605,636 shares        (See Item 5)

     8   

SHARED VOTING POWER

 

None        (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

9,605,636 shares        (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None        (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

9,605,636 shares        (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

14.3%        (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

IN

* See Instructions

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 3 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Cambridge Equities, LP

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

WC, AF        (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON

WITH

      7    

SOLE VOTING POWER

 

1,724,138 shares        (See Item 5)

     8   

SHARED VOTING POWER

 

None        (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,724,138 shares        (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None        (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,724,138 shares        (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%        (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

PN

* See Instructions

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 4 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

MP 13 Ventures, LLC

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF        (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

Delaware

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON

WITH

      7    

SOLE VOTING POWER

 

1,724,138 shares        (See Item 5)

     8   

SHARED VOTING POWER

 

None        (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

1,724,138 shares        (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None        (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

1,724,138 shares        (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

2.6%        (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

OO

* See Instructions

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 5 OF 9 PAGES

 

  1   

NAME OF REPORTING PERSONS

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Chan Soon-Shiong Family Foundation

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*

(a)  ¨        (b)  x

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS*

 

AF        (See Item 3)

  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)    ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States

NUMBER OF SHARES BENEFICIALLY   OWNED BY EACH REPORTING PERSON

WITH

      7    

SOLE VOTING POWER

 

7,161,324 shares        (See Item 5)

     8   

SHARED VOTING POWER

 

None        (See Item 5)

     9   

SOLE DISPOSITIVE POWER

 

7,161,324 shares        (See Item 5)

   10   

SHARED DISPOSITIVE POWER

 

None        (See Item 5)

11

  

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

7,161,324 shares        (See Item 5)

12

  

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*    ¨

 

13

  

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

10.9%        (See Item 5)

14.

  

TYPE OF REPORTING PERSON*

 

CO

* See Instructions

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 6 OF 9 PAGES

 

This Amendment No. 2 amends and supplements the Schedule 13D (as so amended, this “Schedule 13D”) filed with the Securities and Exchange Commission (the “SEC”) on December 24, 2014, by certain of the Reporting Persons (as defined below) with respect to the common stock, par value $0.0001 per share (“Common Stock”), of Sorrento Therapeutics, Inc., a Delaware corporation (“Sorrento”), as amended by Amendment No. 1 thereto, filed with the SEC on December 21, 2015, by Dr. Patrick Soon-Shiong, a natural person and citizen of the United States, Cambridge Equities, LP, a limited partnership organized under the laws of the State of Delaware (“Cambridge Equities”), MP 13 Ventures, LLC, a limited liability company organized under the laws of the State of Delaware (“MP 13 Ventures”), and the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware (the “Foundation” and, together with Dr. Soon-Shiong, Cambridge Equities, and MP 13 Ventures, the “Reporting Persons”). The filing of any amendment to this Schedule 13D (including the filing of this Amendment No. 2) shall not be construed to be an admission by any person that a material change has occurred in the facts set forth in this Schedule 13D or that such amendment is required under Rule 13d-2 of the Securities Exchange Act of 1934, as amended.

 

ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.

Items 5(a) and 5(b) of this Schedule 13D are hereby amended and restated as follows:

 

  (a)-(b) The Foundation beneficially owns, in the aggregate, 7,161,324 shares of Common Stock, representing approximately 10.9% of the outstanding Common Stock of the Company.(1)

As previously disclosed, Cambridge Equities beneficially owns, that certain warrant (the “Warrant”), dated December 22, 2014, exercisable for 1,724,138 shares of Common Stock (the “Warrant Shares”) at an exercise price of $5.80 per share, representing approximately 2.6% of the outstanding Common Stock of the Company. As previously disclosed, the terms and conditions of the Warrant prohibit Cambridge Equities from exercising any portion of the Warrant to the extent that, after giving effect to the issuance of the requested number of Warrant Shares, Cambridge Equities and its affiliates or group members would beneficially own in excess of 19.9% of the number of shares of Common Stock outstanding immediately upon giving effect to such issuance.

MP 13 does not directly own any Common Stock. As the general partner of Cambridge Equities, however, MP 13 may be deemed to beneficially own all Common Stock beneficially owned by Cambridge Equities. Accordingly, MP 13 may be deemed to beneficially own, in the aggregate, 1,724,138 shares of Common Stock, representing approximately 2.6% of the outstanding Common Stock of the Company.

Dr. Soon-Shiong beneficially owns 720,174 shares of Common Stock. In addition, Dr. Soon-Shiong may be deemed to control each of Cambridge Equities, MP 13 and the Foundation and thus may be deemed to beneficially own all Common Stock beneficially owned by each of Cambridge Equities, MP 13 and the Foundation. As a result, Dr. Soon-Shiong may be deemed to beneficially own, in the aggregate, 9,605,636 shares of Common Stock, representing approximately 14.3% of the outstanding Common Stock of the Company.

The Foundation has the sole power to vote and direct the disposition of all Common Stock directly owned by the Foundation, except to the extent it may be deemed to share such power with Dr. Soon-Shiong by virtue of Dr. Soon-Shiong’s control over the Foundation. Cambridge Equities has the sole power to vote and direct the disposition of the Warrant and any Warrant Shares issued upon the exercise of the Warrant, except to the extent Cambridge Equities may be deemed to share such power

 

 

1  All calculations of percentage ownership in this Schedule 13D are based on 65,491,378 shares of Common Stock outstanding as of June 7, 2016, as reported in the Schedule 14A filed by the Company with the SEC on June 8, 2016. The number of shares of Common Stock reported here as being beneficially owned by the Reporting Persons or as may be deemed to be beneficially owned by the Reporting Persons include all of the Warrant Shares.

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 7 OF 9 PAGES

 

with MP 13 and Dr. Soon-Shiong by virtue of their respective control over Cambridge Equities. Dr. Soon-Shiong has the sole power to vote and direct the disposition of all Common Stock directly owned by him.

The filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is the beneficial owner of any of the shares of Common Stock that such Reporting Person may be deemed to beneficially own. The joint filing of this Schedule 13D shall not be construed as an admission that any Reporting Person is part of a “group” (as defined in Section 13(d)(3) of the Exchange Act) with each other.

Item 5(c) of this Schedule 13D is hereby amended to include the following information:

 

  (c) On June 13, 2016, Dr. Soon-Shiong sold 37,792 shares of Common Stock on the open market at a weighted average price of $6.145 per share.

On June 14, 2016, Dr. Soon-Shiong sold 15,972 shares of Common Stock on the open market at a weighted average price of $6.114 per share.

On June 15, 2016, the Foundation sold 19,836 shares of Common Stock on the open market at a weighted average price of $5.872 per share.

On June 23, 2016, the Foundation sold 6,901 shares of Common Stock on the open market at a weighted average price of $5.854 per share.

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 8 OF 9 PAGES

 

SIGNATURE

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

Dated: June 28, 2016

 

CAMBRIDGE EQUITIES, LP
By:   MP 13 Ventures, LLC, its General Partner
By:  

/s/ Charles Kenworthy

Its:   Manager
MP 13 VENTURES, LLC
By:  

/s/ Charles Kenworthy

Its:   Manager
PATRICK SOON-SHIONG

/s/ Patrick Soon-Shiong

CHAN SOON-SHIONG FAMILY FOUNDATION
By:  

/s/ Charles Kenworthy

Its:   Executive Vice President

  SCHEDULE 13D/A  
CUSIP No. 83587F202     PAGE 9 OF 9 PAGES

 

EXHIBIT INDEX

 

Exhibit No.

   

Description of Exhibit

1    Joint Filing Agreement, dated as of December 24, 2014, between Cambridge Equities, LP, MP 13 Ventures, LLC and Dr. Patrick Soon-Shiong (incorporated by reference to Exhibit 1 to the Schedule 13D filed on December 24, 2015).
2    Securities Purchase Agreement, dated as of December 14, 2014, between Cambridge Equities, LP and Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 2 to the Schedule 13D filed on December 24, 2015).
3    First Amendment to Securities Purchase Agreement, dated as of December 22, 2014, between Cambridge Equities, LP and Sorrento Therapeutics, Inc. (incorporated by reference to Exhibit 3 to the Schedule 13D filed on December 24, 2015).
4    Common Stock Purchase Warrant, dated as of December 22, 2014, issued by Sorrento Therapeutics, Inc. to Cambridge Equities, LP (incorporated by reference to Exhibit 4 to the Schedule 13D filed on December 24, 2015).
5    Joint Filing Agreement, dated as of December 21, 2015, among the Chan Soon-Shiong Family Foundation, Cambridge Equities, LP, MP 13 Ventures, LLC and Dr. Patrick Soon-Shiong (incorporated by reference to Exhibit 5 to Amendment No. 1 to Schedule 13D filed on December 21, 2015).
6    Certification and Agreement, dated as of December 17, 2015 by and among Sorrento Therapeutics, Inc., Dr. Patrick Soon-Shiong, Cambridge Equities, LP, MP 13 Ventures, LLC and Chan Soon-Shiong Family Foundation (incorporated by reference to Exhibit 6 to Amendment No. 1 to Schedule 13D filed on December 21, 2015).