X0306 4 2017-01-05 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 2017-01-05 4 J 0 397853 A 397853 I Through ABG II-SO Limited Common Stock 2017-01-05 4 J 0 1441441 A 1441441 I Through Ally Bridge LB Healthcare Master Fund Limited Common Stock 2017-01-05 4 J 0 3243242 A 3243242 I Through ABG SRNE Limited Warrants 8.5 2019-05-31 Common Stock 432432 432432 I Through Ally Bridge LB Healthcare Master Fund Limited Warrants 8.5 2019-05-31 Common Stock 432432 432432 I Through ABG SRNE Limited Warrants 8.5 2019-06-07 Common Stock 540540 540540 I Through ABG SRNE 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 January 5, 2017, the Issuer consummated a transaction that involved (i) the cancellation of warrants to purchase an aggregate of 1,137,316 shares of Common Stock (the "Warrants") and cancellation of secured promissory notes in an aggregate principal amount of $53,502,315 that were issued to the Issuer, of which $43,502,315 in aggregate principal amount was outstanding as of December 31, 2016 (the "Notes") and (ii) forfeiture of 7,838,259 shares of Common Stock (the "Shares") which were returned to the Issuer. Prior to the forfeiture of the Shares and the cancellation of the Warrants and Notes, the Issuer had 58,721,115 Shares outstanding and warrants to purchase an aggregate of 7,070,314 shares of Common Stock outstanding. The Issuer now has 50,882,856 Shares outstanding and warrants to purchase an aggregate of 5,932,998 shares of Common Stock outstanding. As a result of this transaction, the Reporting Persons' (defined below) collective ownership of the Issuer's securities have increased. The Form 4 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. 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 purpose 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. /s/ Yu Fan on behalf of himself and each other reporting person 2017-01-09