Sorrento Tech, Inc.
|
(Name of Issuer)
|
|
COMMON STOCK
|
(Title of Class of Securities)
|
|
83587V 108
|
(CUSIP Number)
|
OrbiMed Advisors LLC
|
OrbiMed Capital GP III LLC
|
|
601 Lexington Avenue, 54th Floor
|
New York, NY 10022
|
Telephone: (212) 739-6400
|
(Name, Address and Telephone Number of Person
|
Authorized to Receive Notices and Communications)
|
|
|
January 24, 2018
|
(Date of Event Which Requires Filing of this Statement)
|
CUSIP No. 83587V 108
|
|
|||
1
|
NAME OF REPORTING PERSON
OrbiMed Advisors LLC
|
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
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
0
|
|
|
8
|
SHARED VOTING POWER
571,428*
|
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
10
|
SHARED DISPOSITIVE POWER
571,428*
|
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
571,428*
|
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.24%†
|
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
IA
|
|
*
|
Includes 571,428 shares of the Issuer’s Common Stock (the “Shares”) underlying warrants (the “Warrants”).
|
†
|
This percentage is calculated based on 5,005,889 outstanding Shares of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2017, and includes 571,428 Shares subject to currently exercisable Warrants.
|
CUSIP No. 83587V 108
|
|
|||
1
|
NAME OF REPORTING PERSON
OrbiMed Capital GP III LLC
|
|
||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
(a) ☐
(b) ☐
|
||
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
0
|
|
|
8
|
SHARED VOTING POWER
566,037*
|
|
||
9
|
SOLE DISPOSITIVE POWER
0
|
|
||
10
|
SHARED DISPOSITIVE POWER
566,037*
|
|
||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
566,037*
|
|
||
12
|
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions)
|
☐
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
10.16%†
|
|
||
14
|
TYPE OF REPORTING PERSON (See Instructions)
OO
|
|
*
|
Includes 566,037 shares of the Issuer’s Common Stock (the “Shares”) underlying warrants (the “Warrants”).
|
†
|
This percentage is calculated based on 5,005,889 outstanding Shares of the Issuer, as set forth in the Issuer’s Form 10-Q, filed with the Securities and Exchange Commission (the “SEC”) on November 13, 2017, and includes 566,037 Shares subject to currently exercisable Warrants.
|
(i)
|
name;
|
(ii)
|
business address;
|
(iii)
|
present principal occupation or employment and the name, principal business and address of any corporation or other organization in which such employment is conducted;
|
(iv)
|
citizenship.
|
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP III LLC.
|
|
OrbiMed Advisors LLC
|
|||
|
||||
|
By:
|
/s/ Jonathan T. Silverstein
|
||
|
|
Name:
|
Jonathan T. Silverstein
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
By:
|
/s/ Sven H. Borho
|
||
|
|
Name:
|
Sven H. Borho
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
By:
|
/s/ Carl L. Gordon
|
||
|
|
Name:
|
Carl L. Gordon
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
|
|||
|
OrbiMed Capital GP III LLC
|
|||
|
|
|||
|
By:
|
OrbiMed Advisors LLC
its managing member |
||
|
|
|||
|
|
|||
|
By:
|
/s/ Jonathan T. Silverstein
|
||
|
|
Name:
|
Jonathan T. Silverstein
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
By:
|
/s/ Sven H. Borho
|
||
|
|
Name:
|
Sven H. Borho
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
By:
|
/s/ Carl L. Gordon
|
||
|
|
Name:
|
Carl L. Gordon
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
Name
|
Position with Reporting
Person
|
Principal Occupation
|
Samuel D. Isaly
|
Managing Member
|
Managing Member
OrbiMed Advisors LLC
|
Carl L. Gordon
|
Member
|
Member
OrbiMed Advisors LLC
|
Sven H. Borho
German and Swedish Citizen
|
Member
|
Member
OrbiMed Advisors LLC
|
Jonathan T. Silverstein
|
Member
|
Member
OrbiMed Advisors LLC
|
W. Carter Neild
|
Member
|
Member
OrbiMed Advisors LLC
|
Geoffrey C. Hsu
|
Member
|
Member
OrbiMed Advisors LLC
|
Evan D. Sotiriou
|
Chief Financial Officer
|
Chief Financial Officer
OrbiMed Advisors LLC
|
Exhibit
|
Description
|
1.
|
Joint Filing Agreement among OrbiMed Advisors LLC and OrbiMed Capital GP III LLC.
|
|
OrbiMed Advisors LLC
|
|||
|
||||
|
By:
|
/s/ Jonathan T. Silverstein
|
||
|
|
Name:
|
Jonathan T. Silverstein
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
By:
|
/s/ Sven H. Borho
|
||
|
|
Name:
|
Sven H. Borho
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
By:
|
/s/ Carl L. Gordon
|
||
|
|
Name:
|
Carl L. Gordon
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
|
|||
|
OrbiMed Capital GP III LLC
|
|||
|
|
|||
|
By:
|
OrbiMed Advisors LLC
its managing member |
||
|
|
|||
|
|
|||
|
By:
|
/s/ Jonathan T. Silverstein
|
||
|
|
Name:
|
Jonathan T. Silverstein
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
By:
|
/s/ Sven H. Borho
|
||
|
|
Name:
|
Sven H. Borho
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|
|
|
|||
|
By:
|
/s/ Carl L. Gordon
|
||
|
|
Name:
|
Carl L. Gordon
|
|
|
|
Title:
|
Member of OrbiMed Advisors LLC
|
|