Amended Statement of Ownership (sc 13g/a)
February 10 2020 - 4:47PM
Edgar (US Regulatory)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE
13G/A
Under the Securities Exchange Act of
1934
(Amendment No. 3)*
SORRENTO
THERAPEUTICS, INC.
(Name of Issuer)
Common Stock, $0.0001 par value
(Title of Class of Securities)
83587F202
(CUSIP Number)
December 31, 2019
(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)
þ 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).
CUSIP No. 83587F202
1
|
Name
of Reporting Person
Famous
Sino Limited
|
2
|
Check
the Appropriate Box if a Member of a Group (See Instructions)
(a)
¨
(b) ¨
|
3
|
SEC
Use Only
|
4
|
Citizenship
or Place of Organization
British
Virgin Islands
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
10,590,722(1)
|
6
|
Shared Voting Power
0
|
7
|
Sole
Dispositive Power
10,590,722
(1)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
10,590,722
(1)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
6.2%(2)
|
12
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Type of Reporting Person
(See Instructions)
CO
|
(1) Comprised of 7,766,480 shares of the Issuer’s
common stock (“Common Stock”) held directly by Famous Sino Limited (the “Reporting Person”),
2,424,242 shares of Issuer’s Common Stock issuable upon exercise of a warrant issued by the Issuer to the Reporting Person
on December 21, 2017 (the “First Warrant”) and 400,000 shares of Issuer’s Common Stock issuable upon
exercise of a warrant issued by the Issuer to the Reporting Person on June 13, 2018 (the “Second Warrant”).
(2)
Percentage based on: (a) 167,798,120 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s
Registration Statement on Form S-3 (Registration No. 333-235970), as amended, initially filed with the Securities and Exchange
Commission on January 17, 2020, plus (b) 2,424,242 shares of Common Stock issuable upon exercise of the First Warrant, plus (c)
400,000 shares of Common Stock issuable upon exercise of the Second Warrant.
Item 1.
Sorrento Therapeutics, Inc.
|
(b)
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Address of Issuer’s Principal Executive Offices
|
4955 Directors Place
San Diego, CA 92121
Item 2.
|
(a)
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Name of Person Filing
|
Famous Sino Limited (the “Reporting Person”)
|
(b)
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Address of Principal Business office or, if None, Residence
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Flat B, 1/F, Tower 1, Dynasty Court
No. 23 Old Peak Road, Hong Kong
British Virgin Islands
|
(d)
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Title of Class of Securities
|
Common Stock, $0.0001 par value
(“Common Stock”)
83587F202
|
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)
|
¨
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Bank
as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
(c)
|
¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
(d)
|
¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
(e)
|
¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
(f)
|
¨
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An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
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(g)
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¨
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A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
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(h)
|
¨
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A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C.
1813);
|
|
(i)
|
¨
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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)
|
¨
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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:
|
|
(a)
|
Amount beneficially owned:
|
10,590,722*
6.2%**
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
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Sole power to vote or to direct the vote:
|
10,590,722*
|
(ii)
|
Shared power to vote or to direct the vote:
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
10,590,722*
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
0
|
*
|
Comprised of 7,766,480 shares Common Stock held directly by the Reporting Person, 2,424,242 shares of Common Stock issuable
upon exercise of a warrant issued by the Issuer to the Reporting Person on December 21, 2017 (the “First Warrant”)
and 400,000 shares of Issuer’s Common Stock issuable upon exercise of a warrant issued by the Issuer to the Reporting Person
on June 13, 2018 (the “Second Warrant”).
|
|
**
|
Percentage based on: (a) 167,798,120 shares of Common Stock outstanding as of December 31, 2019, as reported in the Issuer’s
Registration Statement on Form S-3 (Registration No. 333-235970), as amended, initially filed with the Securities and Exchange
Commission on January 17, 2020, plus (b) 2,424,242 shares of Common Stock issuable upon exercise of the First Warrant, plus (c)
400,000 shares of Common Stock issuable upon exercise of the Second Warrant.
|
|
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 ¨
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Item 6.
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Ownership of More than Five Percent on Behalf of Another Person.
|
Guangze Wu, the sole Director
of the Reporting Person, may be deemed to have voting and dispositive power over the shares held by the Reporting Person.
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Item 7.
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Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding
Company or Control Person.
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N/A
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Item 8.
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Identification and Classification of Members of the Group.
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N/A
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Item 9.
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Notice of Dissolution of Group.
|
N/A
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.
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: February 10, 2020
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Famous Sino Limited
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|
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|
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By:
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/s/ Guangze Wu
|
|
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Name: Guangze Wu
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|
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Title: Director
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