Amended Statement of Ownership (sc 13g/a)
February 10 2020 - 04:48PM
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
Asia Pacific MedTech (BVI) Limited
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2
|
Check the Appropriate
Box if a Member of a Group (See Instructions)
(a) ¨
(b) ¨
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3
|
SEC Use Only
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4
|
Citizenship or Place
of Organization
British Virgin Islands
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number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
15,317,632 (1)
|
6
|
Shared Voting Power
0
|
7
|
Sole
Dispositive Power
15,317,632 (1)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
15,317,632 (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)
9.1%(2)
|
12
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Type of Reporting Person
(See Instructions)
CO
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(1)
Comprised of 14,604,620 shares of the Issuer’s common stock (“Common Stock”) held directly by Asia Pacific
MedTech (BVI) Limited (“Asia Pacific”) and 713,012 shares of Issuer’s Common Stock issuable upon exercise
of a warrant issued by the Issuer to Asia Pacific on June 13, 2018 (the “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) 713,012 shares of Common Stock issuable upon exercise of the Warrant.
CUSIP No. 83587F202
1
|
Name of Reporting Person
Nana Gu
|
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
Saint Christopher (St. Kitts) and Nevis
|
number
of
shares
beneficially
owned by
each
reporting
person with
|
5
|
Sole Voting Power
15,317,632 (3)
|
6
|
Shared Voting Power
0
|
7
|
Sole
Dispositive Power
15,317,632 (3)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
15,317,632 (3)
|
10
|
Check if the Aggregate
Amount in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
9.1%(4)
|
12
|
Type of Reporting Person
(See Instructions)
IN
|
(3)
Comprised of 14,604,620 shares of Common Stock held directly by Asia Pacific and 713,012 shares of Issuer’s Common Stock
issuable upon exercise of the Warrant.
(4)
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) 713,012 shares of Common Stock issuable upon exercise of the Warrant.
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
Asia Pacific MedTech (BVI) Limited (“Asia Pacific”)
Nana Gu
(b) Address
of Principal Business office or, if None, Residence
c/o Offshore Incorporations Limited
P.O. Box 957
Offshore Incorporations Centre
Road Town, Tortola
British Virgin Islands
(c) Citizenship
Asia Pacific: British Virgin Islands
Nana Gu: Saint Christopher (St. Kitts) and Nevis
(d) Title
of Class of Securities
Common Stock, $0.0001 par value
(e) CUSIP
Number
83587F202
|
Item 3.
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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:
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(a)
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¨
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Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
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(b)
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¨
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Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
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(c)
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¨
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Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
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(d)
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¨
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Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
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(e)
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¨
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An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
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(f)
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¨
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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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¨
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A savings associations as defined in Section
3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
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(i)
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¨
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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);
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(j)
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¨
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A non-U.S. institution in accordance with §
240.13d-1(b)(1)(ii)(J);
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(k)
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¨
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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: __________
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(a)
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Amount beneficially owned:
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(c)
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Number of shares as to which the person has:
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(i)
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Sole power to vote or to direct the vote:
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(ii)
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Shared power to vote or to direct the vote:
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(iii)
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Sole power to dispose or to direct the disposition of:
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(iv)
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Shared power to dispose or to direct the disposition of:
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*
|
Comprised of 14,604,620 shares Common Stock held directly by Asia Pacific and 713,012 shares
of Issuer’s Common Stock issuable upon exercise of a warrant issued by the Issuer to Asia Pacific on June 13, 2018 (the “Warrant”).
Nana Gu is the sole director and sole shareholder of Asia Pacific and has voting and dispositive power over the shares and the
Warrant held by Asia Pacific.
|
|
**
|
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) 713,012 shares of Common Stock issuable upon exercise of the Warrant.
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Item 5.
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Ownership of Five Percent or Less of a Class.
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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.
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Nana Gu is the sole Director
and sole shareholder of Asia Pacific and has voting and dispositive power over the shares and the Warrant held by Asia Pacific.
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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.
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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:
February10, 2020
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Asia
Pacific MedTech (BVI) Limited
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By:
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/s/
Nana Gu
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Name:
Nana Gu
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|
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Title:
Director
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