X0206 3 2016-07-07 0 0000850261 Sorrento Therapeutics, Inc. SRNE 0001668027 ABG Management Ltd UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001676083 ABG SRNE Ltd UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001609313 Ally Bridge Group Capital Partners II, L.P. UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001676141 ABG II-SO Ltd UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001667354 Ally Bridge LB Healthcare Master Fund Ltd UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001668028 Ally Bridge LB Management Ltd UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001674513 Ally Bridge Group Innovation Capital Partners III, L.P. UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001668029 Yu Fan UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 0001668219 Li Bin UNIT 3002-3004, 30TH FLOOR, GLOUCESTER TOWER, THE LANDMARK, CENTRAL HONG KONG K3 00000 HONG KONG 0 0 1 0 Common Stock, $0.0001 par value 397853 I By ABG II-SO Limited Common Stock, $0.0001 par value 1441441 I By Ally Bridge LB Healthcare Master Fund Limited Common Stock, $0.0001 par value 3243242 I By ABG SRNE Limited Warrants 8.50 2019-05-31 Common Stock, $0.0001 par value 432432 I By Ally Bridge LB Healthcare Master Fund Limited Warrants 8.50 2019-05-31 Common Stock, $0.0001 par value 432432 I By ABG SRNE Limited Warrants 8.50 2019-06-07 Common Stock, $0.0001 par value 540540 I By ABG SRNE Limited The Form 3 is filed by and on behalf of each of the following persons (each a "Reporting Person"): (i) ABG II-SO Limited ("ABG II-SO"), a British Virgin Islands limited company, (ii) Ally Bridge Group Capital Partners II, L.P., a Cayman Islands limited partnership, (iii) Ally Bridge LB Healthcare Master Fund Limited ("ABG LB"), a Cayman Islands limited company, (iv) Ally Bridge LB Management Limited, a Cayman Islands limited company, (v) ABG SRNE Limited ("ABG SRNE"), a British Virgin Islands limited company, (vi) Ally Bridge Group Innovation Capital Partners III, L.P., a Cayman Islands limited company, (vii) ABG Management Ltd., a Cayman Islands limited partnership, (viii) Mr. Fan Yu, a director of ABG LB and a shareholder and director of Ally Bridge LB Management Limited, and the sole shareholder and director of ABG Management Ltd., and (ix) Mr. Bin Li, a director and executive officer of ABG LB and a shareholder and director of Ally Bridge LB Management Limited. The Reporting Persons are making this joint, single filing because they may be deemed to constitute a "group" within the meaning of Section 13(d)(3) of the Securities Exchange Act 1934, as amended (the "Act"). According to a Form 8-K filing by the Issuer on July 7, 2016, the Issuer consummated a transaction that involved, among other things, the purchase by the Issuer of shares of its own common stock from another party. As a result of this transaction, the reporting persons believe they collectively own more than 10% of the Issuer's securities for purposes of Section 16 of the Exchange Act. Each Reporting Person states that neither the filing of this statement nor anything herein shall be deemed an admission that such person is, for the purposes of Section 16 of the Act or otherwise, the beneficial owner of any securities covered by this statement. Each Reporting Person disclaims beneficial ownership of the securities covered by this statement, except to the extent of the pecuniary interest of such person in such securities. ABG II-SO directly owns 397,853 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Capital Partners II, L.P., as parent of ABG II-SO, (ii) ABG Management Ltd., as manager of Ally Bridge Group Capital Partners II, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd. ABG LB directly owns (i) 1,441,441 shares of common stock of the Issuer and (ii) warrants to purchase 432,432 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge LB Management Limited, as manager of ABG LB, (ii) Mr. Fan Yu, as a shareholder and director of Ally Bridge LB Management Limited, and (iii) Mr. Bin Li, as a shareholder and director of Ally Bridge LB Management Limited. ABG SRNE directly owns (i) 3,243,242 shares of common stock of the Issuer and (ii) warrants to purchase 972,972 shares of common stock of the Issuer. The following Reporting Persons may be deemed to beneficially own such securities: (i) Ally Bridge Group Innovation Capital Partners III, L.P., as owner of the sole voting share of ABG SRNE, (ii) ABG Management Ltd., as manager of Ally Bridge Group Innovation Capital Partners III, L.P., and (iii) Mr. Fan Yu, as sole shareholder and director of ABG Management Ltd. The warrants are exercisable at any time on or after May 31, 2016. The warrants are exercisable at any time on or after June 7, 2016. ABG II-SO LIMITED By: /s/ Yeh Shan-ju Name: Yeh Shan-ju Title: Director 2016-07-15 ALLY BRIDGE GROUP CAPITAL PARTNERS II, L.P. By: /s/ Yu Fan Name: Yu Fan Title: Chief Executive Officer and Chief Investment Officer 2016-07-15 ALLY BRIDGE LB HEALTHCARE MASTER FUND LIMITED By: /s/ Li Bin Name: Li Bin Title: Director 2016-07-15 ALLY BRIDGE LB MANAGEMENT LIMITED By: /s/ Li Bin Name: Li Bin Title: Director 2016-07-15 ABG SRNE LIMITED By: /s/ Yeh Shan-ju Name: Yeh Shan-ju Title: Director 2016-07-15 ALLY BRIDGE GROUP INNOVATION CAPITAL PARTNERS III, L.P. By: /s/ Yu Fan Name: Yu Fan Title: Chief Executive Officer and Chief Investment Officer 2016-07-15 ABG MANAGEMENT LTD. By: /s/ Yu Fan Name: Yu Fan Title: Director 2016-07-15 Yu Fan /s/ Yu Fan 2016-07-15 Li Bin /s/ Li Bin 2016-07-15