Sorrento Therapeutics Inc. (SRNE): Wildcat Capital Management Growing Impatient With Lack of Disclosure, Repeats Demands

Page 10 of 14 – SEC Filing

 

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