SC 13D/A

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

SCHEDULE 13D
(Rule 13d-101)

(Amendment No. 5)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 240.13d-2(a)

Sorrento Therapeutics, Inc.

(Name of Issuer)

Common Stock, par value $0.0001 per share

(Title of Class of Securities)

83587F202

(CUSIP Number)

Leonard A. Potter

President and Managing Member

Wildcat Capital Management, LLC

888 Seventh Avenue

New York, NY 10106

(212) 468-5100

(Name, Address and Telephone Number of Person

Authorized to Receive Notices and Communications)

June 1, 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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-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 §240.13d-7 for other parties to whom copies are to be sent.

(Continued on following pages)

(Page 1 of 14 Pages)

______________________

* 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).

CUSIP No. 83587F202 13D Page 2 of 14 Pages

1	NAMES OF REPORTING PERSONS Wildcat Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 2,676,193 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 2,676,193 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,676,193 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 6.7% (See Item 5)*
14		TYPE OF REPORTING PERSON OO

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock (as defined herein) outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the Securities and Exchange Commission (the “SEC”) on May 13, 2016.

CUSIP No. 83587F202 13D Page 3 of 14 Pages

1	NAMES OF REPORTING PERSONS Wildcat – Liquid Alpha, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 184,000 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 184,000 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 184,000 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.5% (See Item 5)*
14		TYPE OF REPORTING PERSON OO

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

CUSIP No. 83587F202 13D Page 4 of 14 Pages

1	NAMES OF REPORTING PERSONS Infinity Q Capital Management, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 123,597 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,597 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)*
14		TYPE OF REPORTING PERSON OO

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

CUSIP No. 83587F202 13D Page 5 of 14 Pages

1	NAMES OF REPORTING PERSONS Infinity Q Management Equity, LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 123,597 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,597 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)*
14		TYPE OF REPORTING PERSON OO

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

CUSIP No. 83587F202 13D Page 6 of 14 Pages

1	NAMES OF REPORTING PERSONS Infinity Q Diversified Alpha Fund
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Delaware
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 123,597 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,597 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)*
14		TYPE OF REPORTING PERSON OO

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

CUSIP No. 83587F202 13D Page 7 of 14 Pages

1	NAMES OF REPORTING PERSONS Bonderman Family Limited Partnership
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) WC (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION Texas
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 2,799,790 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 2,799,790 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,799,790 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% (See Item 5)*
14		TYPE OF REPORTING PERSON PN

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

CUSIP No. 83587F202 13D Page 8 of 14 Pages

1	NAMES OF REPORTING PERSONS Leonard A. Potter
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 2,799,790 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 2,799,790 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,799,790 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 7.0% (See Item 5)*
14		TYPE OF REPORTING PERSON IN

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

CUSIP No. 83587F202 13D Page 9 of 14 Pages

1	NAMES OF REPORTING PERSONS James Velissaris
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (see instructions) (a) o (b) o
3	SEC USE ONLY
4	SOURCE OF FUNDS (see instructions) OO (See Item 3)
5	CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e)				o
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH			7	SOLE VOTING POWER -0-
			8	SHARED VOTING POWER 123,597 (See Items 3, 4 and 5)
			9	SOLE DISPOSITIVE POWER -0-
			10	SHARED DISPOSITIVE POWER 123,597 (See Items 3, 4 and 5)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 123,597 (See Items 3, 4 and 5)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see instructions)			o
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11 0.3% (See Item 5)*
14		TYPE OF REPORTING PERSON IN

* The calculation assumes that there are a total of 40,213,733 shares of Common Stock outstanding as of May 12, 2016, as set forth in the Issuer’s Definitive Proxy Statement on Schedule 14A, filed with the SEC on May 13, 2016.

This Amendment No. 5 (the “Amendment”) amends and supplements the Schedule 13D filed on April 18, 2016, as amended and supplemented by Amendment No. 1 filed on April 26, 2016, Amendment No. 2 filed on May 6, 2016, Amendment No. 3 filed on May 11, 2016 and Amendment No. 4 filed on May 16, 2016 (as so amended, the “Original Schedule 13D” and, as further amended and supplemented by this Amendment, the “Schedule 13D”) by Wildcat Capital Management, LLC, Wildcat – Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC, Infinity Q Diversified Alpha Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris with respect to the Common Stock of the Issuer. Capitalized terms used in this Amendment and not otherwise defined shall have the same meanings ascribed to them in the Original Schedule 13D.

Item 4.  Purpose of Transaction

This Amendment amends and supplements Item 4 of the Original Schedule 13D by inserting the following after the seventh paragraph:

“On June 1, 2016, WLA and BFLP submitted a letter (the “June 1 Letter”) to the Board reiterating their concerns regarding the Transactions and management of the Issuer and reiterating certain demands, in each case as set forth in the May 5 Letter and the May 10 Letter, including (i) termination of the unclosed portion of the pending Transactions, (ii) termination of Dr. Ji as the CEO and (iii) appointment of three directors to be nominated by WLA and BFLP to lead the Special Committee. The June 1 Letter highlighted WLA’s and BFLP’s concerns that, despite the serious issued raised in the May 5 Letter and May 10 Letter and as further described in the June 1 Letter, the Board has not taken action to address such issues or provided WLA or BFLP with a formal response. WLA and BFLP further urged the Board to take such actions as are required to protect and maximize shareholder value and again requested an in-person meeting with the non-employee members of the Board at the earliest possible date. The June 1 Letter provided that WLA intends to litigate the shareholder derivative action filed on May 13, 2016 in the Court of Chancery of the State of Delaware (as described in the preceding paragraph) to successful completion and restated WLA’s and BFLP’s intent to pursue their available remedies to ensure that the interests of the Issuer and its shareholders are protected. A copy of the June 1 Letter is attached as Exhibit 9.”

Item 7. Material to Be Filed as Exhibits

This Amendment amends and restates Item 7 of the Original Schedule 13D in its entirety as set forth below:

1. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.

2. Demand for Inspection of Books and Records, dated April 11, 2016.

3. Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016.

4. Letter to the Board of Directors of the Issuer, dated May 5, 2016.

5. Letter to the Board of Directors of the Issuer, dated May 10, 2016.

6. Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016.

7. Plaintiff's Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016.

8. Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016.

9. Letter to the Board of Directors of the Issuer, dated June 1, 2016.

Page 10 of 14 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.

Dated: June 2, 2016

Wildcat Capital Management, LLC

By:   /s/ Leonard A. Potter   

Name:  Leonard A. Potter
Title: President 

Wildcat – Liquid Alpha, LLC

By:   /s/ Clive Bode           

Name:  Clive Bode
Title: President

Infinity Q Capital Management, LLC

By:   /s/ Leonard A. Potter   

Name:  Leonard A. Potter
Title: Chief Executive Officer 

Infinity Q Management Equity, LLC

By:   /s/ James Velissaris           

Name: James Velissaris
Title: Sole Manager

Infinity Q Diversified Alpha Fund

By: Infinity Q Capital Management, LLC

By:   /s/ Leonard A. Potter   

Name:  Leonard A. Potter
Title: Chief Executive Officer

Page 11 of 14 Pages

Bonderman Family Limited Partnership

By:   /s/ Clive Bode  

Name: Clive Bode
Title: President

Leonard A. Potter

By:   /s/ Leonard A. Potter   

Name:  Leonard A. Potter

James Velissaris

By:   /s/ James Velissaris  

Name:  James Velissaris

Page 12 of 14 Pages

INDEX TO EXHIBITS

1. Agreement of Joint Filing as required by Rule 13d-1(k)(1) under the Act.⁽¹⁾

2. Demand for Inspection of Books and Records, dated April 11, 2016.⁽²⁾

3. Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016.⁽³⁾

4. Letter to the Board of Directors of the Issuer, dated May 5, 2016.⁽⁴⁾

5. Letter to the Board of Directors of the Issuer, dated May 10, 2016.⁽⁵⁾

6. Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016.⁽⁶⁾

7. Plaintiff's Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016.⁽⁷⁾

8. Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016.⁽⁸⁾

9. Letter to the Board of Directors of the Issuer, dated June 1, 2016.

_________________

⁽¹⁾ Incorporated herein by reference to the Agreement of Joint Filing by and among Wildcat Capital Management, LLC (“Wildcat”), Wildcat – Liquid Alpha, LLC (“WLA”), Infinity Q Capital Management, LLC (“IQCM”), Infinity Q Management Equity, LLC (“IQME”), Infinity Q Diversified Alpha Fund (“IQDA”), Bonderman Family Limited Partnership (“BFLP”), Leonard A. Potter and James Velissaris, dated as of April 18, 2016, which was previously filed with the SEC as Exhibit 1 to Schedule 13G filed by Wildcat Capital Management, LLC, Wildcat – Liquid Alpha, LLC, Infinity Q Capital Management, LLC, Infinity Q Management Equity, LLC, Infinity Q Diversified Alpha Fund, Bonderman Family Limited Partnership, Leonard A. Potter and James Velissaris, on April 18, 2016.

⁽²⁾ Incorporated herein by reference to Demand for Inspection of Books and Records, dated April 11, 2016, which was previously filed with the SEC as Exhibit 2 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on April 18, 2016.

⁽³⁾ Incorporated herein by reference to Verified Complaint for Inspection of Books and Records filed in the Court of Chancery of the State of Delaware on April 25, 2016, which was previously filed with the SEC as Exhibit 3 to Amendment No. 1 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on April 26, 2016.

Page 13 of 14 Pages

⁽⁴⁾ Incorporated herein by reference to Letter to the Board of Directors of the Issuer, dated May 5, 2016, which was previously filed with the SEC as Exhibit 4 to Amendment No. 2 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on May 6, 2016.

⁽⁵⁾ Incorporated herein by reference to Letter to the Board of Directors of the Issuer, dated May 10, 2016, which was previously filed with the SEC as Exhibit 5 to Amendment No. 3 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on May 11, 2016.

⁽⁶⁾ Incorporated herein by reference to Verified Derivative Complaint filed in the Court of Chancery of the State of Delaware on May 13, 2016, which was previously filed with the SEC as Exhibit 6 to Amendment No. 4 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on May 16, 2016.

⁽⁷⁾ Incorporated herein by reference to Plaintiff's Motion for Temporary Restraining Order filed in the Court of Chancery of the State of Delaware on May 13, 2016, which was previously filed with the SEC as Exhibit 7 to Amendment No. 4 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on May 16, 2016.

⁽⁸⁾ Incorporated herein by reference to Plaintiff’s Brief in Support of Motion for Temporary Restraining Order, to Expedite the Proceedings, and to Schedule a Preliminary Injunction Hearing, filed in the Court of Chancery of the State of Delaware on May 13, 2016, which was previously filed with the SEC as Exhibit 8 to Amendment No. 4 to Schedule 13D filed by Wildcat, WLA, IQCM, IQME, IQDA, BFLP, Leonard A. Potter and James Velissaris, on May 16, 2016.

Page 14 of 14 Pages

EX-9

 

June 1, 2016

By Email and FedEx

Board of Directors

c/o Sorrento Therapeutics, Inc.

9380 Judicial Drive, San Diego, CA 92121

Attn: Corporate Secretary

Dear Directors:

I write on behalf of Wildcat Liquid Alpha, LLC (“WLA”) and Bonderman Family Limited Partnership (“BFLP” and, together with WLA, the “Wildcat Shareholders”) which collectively own 2,676,193 shares of common stock of Sorrento Therapeutics, Inc. (“Sorrento” or the “Company”). We are writing to you, now for the third time, to again express the urgent need for the Board of Directors (the “Board”) to immediately take the following actions to stop the value-destroying actions of Company management:

1. Terminate the unclosed portion of the pending equity financing transaction (the “Equity Transaction”) -- an entirely inappropriate and imprudent transaction that, if consummated in its entirety, will result in unnecessary and massive dilution to existing shareholders and effectively transfer 45% of the Company on a post-Transaction basis to two investor groups at a price per share that is near the 52-week low of $4.25 and very far from the 52-week high of $26.80;

2. Terminate Dr. Henry Ji as the Chief Executive Officer (“CEO”) of the Company for the following reasons:

· It is abundantly clear that the Company has completely failed to exercise any fiscal or operating discipline, as evidenced by numerous poor decisions, including the expenditure of far too much money and time collecting assets, and not enough money or time actually developing and monetizing those assets. Dr. Ji has shown no ability to develop a responsible and cogent business plan that is supported by the financial resources of the Company. Instead, the Company has overextended itself repeatedly, and has made financial commitments that it has been unable to honor. As a result, to its detriment, the Company has been forced to renegotiate its obligations on several occasions and to enter into bargain sales of valuable assets. The Company has also made a number of seemingly passive minority investments in public and private companies controlled by other parties; investments that

Wildcat Capital Management, LLC

888 7th Avenue, 37th Floor

New York, NY 10106

(212) 468-5100

 Board of Directors of Sorrento Therapeutics, Inc.
June 1, 2016
Page 2 of 4

may never be realized and over which the Company has no control and the shareholders have no visibility.

· Dr. Ji has made it obvious that he cares only for himself and other members of management. While seeking to cause the shareholders of the Company to be massively diluted by the Equity Transaction, Dr. Ji engineered a program pursuant to which the Company repeatedly transferred assets to newly created subsidiaries, and then granted stock options to acquire significant amounts of stock at nominal prices to Dr. Ji, other executives, and non-employee Directors of the Company. In addition, Dr. Ji has also taken for himself warrants to acquire extraordinary numbers of shares that have 10 votes per share -- all for nominal consideration. These equity stakes are in addition to the equity stakes in Sorrento already granted to Dr. Ji and the other members of management and the Board, effectively “double dipping” at the direct expense of the Company and its shareholders, and creating a situation where Dr. Ji and the other recipients win even if the Company and its other shareholders do not. This series of transactions appears to constitute a looting of Company assets by Dr. Ji, other Company executives, and, perhaps most disturbingly, the purportedly independent non-employee members of the Board. This is little more than theft, and demonstrates a fundamental willingness of the Board and management to put their own personal interests above those of Sorrento and its shareholders.

Dr. Ji must be held accountable for his complete failure as a CEO, and for his self-dealing actions.

3. Appoint three directors nominated by the Wildcat Shareholders to oversee a special committee of the Board to determine the most appropriate way to maximize shareholder value. On May 9, 2016, the Company issued a press release stating that “early this year it engaged financial advisors to assist the company in exploring and evaluating strategic alternatives to maximize shareholder value.” On May 10, we responded to that announcement and raised additional concerns. To date, the Company has provided no additional details and has failed to provide any justification for the massively dilutive Equity Transaction, particularly in light of the supposed strategic review. Given the abject failure of the Board to supervise Dr. Ji in connection with the poor management decisions delineated above and in our prior letters, as well as the self-dealing actions of the Board that are currently the subject of a shareholder derivative action against Dr. Ji and the rest of the Board, this Board has demonstrated that it is simply unqualified and unwilling to act on behalf of the shareholders of the Company.

Board of Directors of Sorrento Therapeutics, Inc.
June 1, 2016
Page 3 of 4

* * *

Despite the serious issues raised above and in our prior correspondence, the Board has taken no action to address those issues -- or even provide us with a formal response. In fact, the Company has still failed to disclose the agreements that it entered into with respect to the Equity Transactions despite our formal request for it to do so, and the filing of a suit in Delaware to compel such disclosure. Without such disclosure, the shareholders have no way to know whether the transaction agreements contain terms that may be objectionable -- terms such as the voting agreement with Yuhan Corporation that was not disclosed until after the closing of that transaction. The Company’s continued refusal to disclose the full terms of the Equity Transactions before they are consummated remains extraordinarily troubling and highlights the continuing adversarial stance the Board has taken with respect to the Company’s shareholders.

The Wildcat Shareholders’ goal is, and always has been, to find a path to maximize the value of the Company for all shareholders, not just for Dr. Ji, other members of management and the Board. Due to the urgent need to address the blatantly conflicted and self-dealing grant of options and warrants in Company subsidiaries directly to Dr. Ji and members of the Board, on May 13, 2016, WLA filed a shareholder derivative action in Delaware Chancery Court (the “Derivative Action”) for breaches of fiduciary duty, self-dealing, and intentional waste and diversion of Company assets against Dr. Ji and the rest of the Board. The Derivative Action seeks to, among other things (i) rescind the options and warrants issued by the Company’s subsidiaries to Dr. Ji and the Board; and (ii) recover damages resulting from Dr. Ji’s and the Board’s breaches of fiduciary duties and other misconduct. WLA intends to litigate the Derivative Action to successful completion, and intends to pursue full discovery from Dr. Ji and the Board, including testimony under oath, in order to uncover and address the breaches of duty described in the Derivative Action complaint.

Once again, we call upon the Board to recognize that its fiduciary duties are owed to the Company and its shareholders, and to take the actions that we have demanded to address the ongoing destruction of shareholder value by Company management. We reiterate our request for an in-person meeting with the non-employee members of the Board at the earliest possible date to discuss the issues raised herein, in our May 5 and May 10 letters, and in the Derivative Action. If the Board continues to refuse to cooperate with our requests, we will have no alternative but to pursue all available avenues to ensure that the interests of the Company and its shareholders are protected.

Board of Directors of Sorrento Therapeutics, Inc.
June 1, 2016
Page 4 of 4

Nothing contained herein shall constitute a waiver of any of the Wildcat Shareholders’ rights and remedies, all of which are hereby reserved.

Sincerely,

Leonard A. Potter