Check the appropriate box to designate the rule pursuant to which
this Schedule is filed:
* 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
Xianjian Advanced Technology Limited
|
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
British Virgin Islands
|
number
of shares beneficially owned by each reporting person with
|
5
|
Sole Voting Power
3,341,118 (see Item 4)
|
6
|
Shared Voting Power
0
|
7
|
S
ole
Dispositive
Power
3,341,118 (see Item 4)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,341,118 (see Item 4)
|
10
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
4.4
%
(
1
)
|
12
|
Type of Reporting Person
(See Instructions)
CO
|
(
1
)
Percentage based on: (a) 50,887,102 shares of the Issuer’s common stock outstanding as of March 9, 2017, as disclosed
in the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission
(“SEC”) on March 22, 2017, plus (b) 23,625,084 shares of the Issuer’s common stock issued on April 19, 2017,
as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 19, 2017, plus (c) 797,081 shares of
the Issuer’s common stock issued on April 27, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed
with the SEC on April 28, 2017.
CUSIP No. 83587F202
1
|
Name of Reporting Person
Bocom International Asset Management Limited
|
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
Hong Kong
|
number
of shares beneficially owned by each reporting person with
|
5
|
Sole Voting Power
540,540 (see Item 4)
|
6
|
Shared Voting Power
0
|
7
|
S
ole
Dispositive
Power
540,540 (see Item 4)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
540,540 (see Item 4)
|
10
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
0.7
%
(
2
)
|
12
|
Type of Reporting Person
(See Instructions)
CO
|
(
2
)
Percentage based on: (a) 50,887,102 shares of the Issuer’s common stock outstanding as of March 9, 2017, as disclosed in
the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission
(“SEC”) on March 22, 2017, plus (b) 23,625,084 shares of the Issuer’s common stock issued on April 19, 2017,
as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 19, 2017, plus (c) 797,081 shares of
the Issuer’s common stock issued on April 27, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with
the SEC on April 28, 2017, plus (d) 540,540 shares of the Issuer’s common stock issuable upon exercise of a warrant issued
to Bocom International Asset Management Limited on May 31, 2016 (the “Warrant”).
CUSIP No. 83587F202
1
|
Name of Reporting Person
Yuehui Xie
|
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
China
|
number
of shares beneficially owned by each reporting person with
|
5
|
Sole Voting Power
3,881,658
(see Item 4)
|
6
|
Shared Voting Power
0
|
7
|
S
ole
Dispositive
Power
3,881,658 (see Item 4)
|
8
|
Shared Dispositive Power
0
|
9
|
Aggregate
Amount Beneficially Owned by Each Reporting Person
3,881,658 (see Item 4)
|
10
|
Check if the Aggregate Amount
in Row (9) Excludes Certain Shares (See Instructions)
|
11
|
Percent of Class Represented
by Amount in Row (9)
5.1
%
(
3
)
|
12
|
Type of Reporting Person
(See Instructions)
IN
|
(
3
)
Percentage based on: (a) 50,887,102 shares of the Issuer’s common stock outstanding as of March 9, 2017, as disclosed in
the Issuer’s Annual Report on Form 10-K for the year ended December 31, 2016 filed with the Securities and Exchange Commission
(“SEC”) on March 22, 2017, plus (b) 23,625,084 shares of the Issuer’s common stock issued on April 19, 2017,
as disclosed in the Issuer’s Current Report on Form 8-K filed with the SEC on April 19, 2017, plus (c) 797,081 shares of
the Issuer’s common stock issued on April 27, 2017, as disclosed in the Issuer’s Current Report on Form 8-K filed with
the SEC on April 28, 2017, plus (d) 540,540 shares of the Issuer’s common stock issuable upon exercise of the Warrant.
Item 1.
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
|
This Schedule 13G is being filed jointly by (1) Xianjian
Advanced Technology Limited (“Xianjian”), (2) Bocom International Asset Management Limited (“Bocom”), and
(3) Yuehui Xie (each a “Reporting Person”). The Reporting Persons have entered into a Joint Filing Agreement, a copy
of which is filed with this statement as Exhibit 99.1, pursuant to which such persons have agreed to file this Schedule 13G jointly
in accordance with the provisions of Rule 13d-1(k) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).
The Reporting Persons are of the view that they are not acting as a group for purposes of Section 13(d) under the Exchange Act.
|
(b)
|
Address of Principal Business office or, if None, Residence
|
The principal business address of each of Xianjian and
Yuehui Xie is:
Saiba R&D Building
Langshan Er Road
High-tech Industrial Park North District
Nanshan District, Shenzhen
Guangdong, China
The principal business address of Bocom is:
11th Floor, Man Yee Building
68 Des Voeux Road
Central, Hong Kong
Xianjian: British Virgin Islands
Bocom: Hong Kong
Yuehui Xie: China
|
(d)
|
Title of Class of Securities
|
Common Stock, $0.0001 par value (“Common
Stock”)
83587F202
|
Item 3.
|
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:
|
(a)
|
¨
|
Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o);
|
|
|
|
(b)
|
¨
|
Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c);
|
|
|
|
(c)
|
¨
|
Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c);
|
|
|
|
(d)
|
¨
|
Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8);
|
|
|
|
(e)
|
¨
|
An investment adviser in accordance with § 240.13d-1(b)(1)(ii)(E);
|
|
|
|
(f)
|
¨
|
An employee benefit plan or endowment fund in accordance with § 240.13d-1(b)(1)(ii)(F);
|
|
|
|
(g)
|
¨
|
A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);
|
|
|
|
(h)
|
¨
|
A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);
|
|
|
|
(i)
|
¨
|
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);
|
|
|
|
(j)
|
¨
|
A non-U.S. institution in accordance with § 240.13d-1(b)(1)(ii)(J);
|
|
|
|
(k)
|
¨
|
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: _________
|
|
(a)
|
Amount beneficially owned:
|
Xianjian holds 3,341,118 shares
of Common Stock (the “Xianjian Shares”) and Bocom holds the Warrant. Yuehui Xie is the sole owner and Director of each
of Xianjian and Bocom and thus has beneficial ownership over the Xianjian Shares and the Warrant.
See responses to Item 11 on each cover page.
|
(c)
|
Number of shares as to which the person has:
|
|
(i)
|
Sole power to vote or to direct the vote:
|
See responses to Item 5 on each cover
page
|
(ii)
|
Shared power to vote or to direct the vote:
|
0
|
(iii)
|
Sole power to dispose or to direct the disposition of:
|
See responses to Item 7 on each cover
page.
|
(iv)
|
Shared power to dispose or to direct the disposition of:
|
0
|
Item 5.
|
Ownership of Five Percent or Less of a Class.
|
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
¨
|
Item 6.
|
Ownership of More than Five Percent on Behalf of Another
Person.
|
Yuehui Xie is the sole owner and
Director of each of Xianjian and Bocom and has voting and dispositive power over the Xianjian Shares and the Warrant.
|
Item 7.
|
Identification and Classification of the Subsidiary
Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person.
|
|
Item 8.
|
Identification and Classification of Members of the
Group.
|
|
Item 9.
|
Notice of Dissolution of Group.
|
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: May 15, 2017
|
Xianjian
Advanced Technology Limited
|
|
|
|
|
By:
|
/s/ Luo Miao
|
|
|
Name: Luo Miao
Attorney-in-Fact for Xianjian Advanced Technology Limited pursuant
to Power of Attorney filed as Exhibit 24.1 to this Schedule 13G
|
|
Bocom
International Asset Management Limited
|
|
|
|
|
By:
|
/s/ Luo Miao
|
|
|
Name: Luo Miao
Attorney-in-Fact for Bocom International Asset Management Limited
pursuant to Power of Attorney filed as Exhibit 24.2 to this Schedule 13G
|
|
/s/ Luo Miao
|
|
Luo Miao
Attorney-in-Fact for Yuehui Xie pursuant to Power of Attorney filed
as Exhibit 24.3 to this Schedule 13G
|
Exhibit Index
Exhibit 24.1
|
Xianjian Advanced Technology Limited Power of Attorney.
|
Exhibit 24.2
|
Bocom International Asset Management Limited Power of Attorney.
|
Exhibit 24.3
|
Yuehui Xie Power of Attorney.
|
Exhibit 99.1
|
Joint Filing Agreement.
|