sc13d
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment
No. )*
QUIKBYTE SOFTWARE, INC.
(Name of Issuer)
Common Stock, par value $0.0001 per share
(Title of Class of Securities)
74838 K 405
Steven D. Rubin
Executive Vice President-Administration
OPKO Health, Inc.
4400 Biscayne Boulevard
Miami, Florida 33137
Telephone: (305) 575-4100
(Name, address and telephone number of person
authorized to receive notices and communications)
September 21, 2009
(Date of event which requires filing of this statement)
If the filing person has previously filed a statement on Schedule 13G to report the
acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule
13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box o.
NOTE: Schedules filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be
sent.
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* The remainder of this cover page shall be filled out for a reporting persons 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 on the remainder of this cover page shall not be deemed to be filed
for 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).
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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2 |
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1 |
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NAME OF REPORTING PERSONS
OPKO Health, Inc. |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
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(a) o |
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(b) þ |
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3 |
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SEC USE ONLY |
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SOURCE OF FUNDS |
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WC |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) |
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o |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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Delaware
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SOLE VOTING POWER |
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NUMBER OF |
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59,015,257 (1) |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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0 |
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EACH |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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59,015,257 (1) |
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WITH |
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SHARED DISPOSITIVE POWER |
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0 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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59,015,257 (1) |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW
(11) EXCLUDES CERTAIN SHARES (See Instructions) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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26.2% (1)(2) |
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14 |
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TYPE OF REPORTING PERSON |
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CO |
(1) Includes 5,901,525 shares of Common Stock (as defined herein) held in escrow pursuant to the Escrow Agreement (as defined herein).
(2) The percentage of
beneficial ownership is based upon 225,084,127 shares of Common Stock outstanding as of September 21, 2009, as reported in the Issuers Current Report on Form 8-K/A filed with the SEC on September 22, 2009.
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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3 |
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10 Pages |
ITEM 1. Security and Issuer.
This statement on Schedule 13D (this 13D) relates to the common stock, par value $0.0001 per
share (the Common Stock), of QuikByte Software, Inc., a Colorado corporation (the Issuer). The
address of the principal executive offices of the Issuer is 6042 Cornerstone Ct. West, Suite B, San
Diego, CA 92121.
ITEM 2. Identity and Background.
(a) This 13D is being filed by OPKO Health, Inc. a Delaware corporation (OPKO).
(b) The principal business address of OPKO is 4400 Biscayne Boulevard, Miami, Florida 33137.
The principal business address of each of the directors and executive officers of OPKO is set
forth on Appendix A attached hereto, which appendix is incorporated herein by reference.
(c) OPKO is a specialty healthcare company involved in the discovery, development, and
commercialization of proprietary pharmaceutical products, medical devices, vaccines, diagnostic
technologies and imaging systems, with its common stock traded on the NYSE Amex (NYSE Amex:OPK).
The principal occupation of each of the directors and executive officers of OPKO is set forth
on Appendix A attached hereto, which appendix is incorporated herein by reference.
(d) Neither OPKO, nor to the best knowledge of OPKO, any of the persons named in Appendix
A, have, during the last five years, been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) Neither OPKO, nor to the best knowledge of OPKO, any of the persons named in Appendix
A, have, during the last five years, been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding was or is subject
to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or finding any violation with respect to
such laws.
(f) To the best knowledge of OPKO, each of the persons named in Appendix A is a
citizen of the United States of America.
ITEM 3. Source and Amount of Funds or Other Consideration.
The source of funds for the acquisition of the Sorrento Shares (as defined below) by OPKO was
from its working capital.
To the best knowledge of OPKO, the source of funds for the purchases of Common Stock pursuant
to the Stock Purchase Agreement (as defined below) by each of the Gamma Trust and Hsu Gamma (each
as defined below) was from its working capital and by each of Mr. Steven D. Rubin and Dr. Subbarao
V. Uppaluri was from his personal funds.
ITEM 4. Purpose of Transaction.
As previously disclosed by OPKO in its Current Report on Form 8-K filed with the Securities
and Exchange Commission (the SEC) on June 12, 2009, OPKO entered into a Stock Purchase Agreement
(the Sorrento Stock Purchase Agreement) with Sorrento Therapeutics, Inc., a California
corporation (Sorrento), on June 10, 2009 pursuant to which OPKO invested $2.3 million in
Sorrento. In exchange for the investment, OPKO acquired 2,315,747 shares of Sorrento common stock
(the Sorrento Shares), which Sorrento Shares represented approximately one-third of the
outstanding common shares of Sorrento
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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4 |
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10 Pages |
at such time, and received a fully-paid, exclusive license to the Sorrento antibody library
for the discovery and development of therapeutic antibodies in the field of ophthalmology.
As previously disclosed by OPKO in its Quarterly Report on Form 10-Q for the quarter ended
June 30, 2009, on July 14, 2009 the Issuer entered into that certain Merger Agreement, dated July
14, 2009, as amended (the Merger Agreement), by and among the Issuer, Sorrento, Sorrento Merger
Corp., Inc., a Delaware corporation wholly-owned subsidiary of the Issuer (Merger Sub), Stephen
Zaniboni, as Stockholders Agent thereunder, and Glenn L. Halpryn, as Parent Representative
thereunder, pursuant to which the Issuer was to acquire Sorrento via a merger whereby Merger Sub
would be merged with and into Sorrento (the Merger) with Sorrento continuing as the surviving
entity in the Merger and as a wholly-owned subsidiary of the Issuer. The closing of the Merger
occurred on September 21, 2009.
At the closing of the Merger, all of the issued and outstanding shares of Sorrento common
stock were converted into the right to receive an aggregate of 169,375,807 shares of Common Stock,
which shares represented approximately 75.25% of the outstanding shares of Common Stock at such
time. The Sorrento Shares were converted into the right to receive 59,015,257 shares of Common
Stock. Additionally, shares of Sorrento common stock held by Dr. Richard Lerner, a member of the
board of directors of OPKO who serves as a consultant and scientific advisory board member to
Sorrento, were converted into the right to receive 5,365,114 shares of Common Stock.
Pursuant to the terms of the Merger Agreement, upon the closing of the Merger the board of
directors of the Issuer was expanded from five to seven members and reconstituted to include four
directors appointed by Dr. Antonius Schuh, two directors appointed by OPKO and one director
appointed by the pre-Merger board of the Issuer. OPKO appointed Mr. Glenn L. Halpryn and Dr. S.
James Freedman to serve as its director designees. Mr. Halpryn previously served as the Chairman,
President and Chief Executive Officer of the Issuer. Dr. Freedman serves as the Executive Vice
President of R&D and Business Development of OPKO.
On September 18, 2009, the Issuer entered into a Stock Purchase Agreement (the Stock Purchase
Agreement) with certain investors (the Investors) pursuant to which it sold 44,634,374 shares of
Common Stock for aggregate consideration of $2.0 million, or approximately $0.0448 per share, in a
private placement (the Private Placement). The closing of the Private Placement occurred on
September 18, 2009 and was a condition to the closing of the Merger. The following directors and
executive officers of OPKO and their affiliates (collectively, the Purchasers) were among the
Investors and each purchased the number of shares of Common Stock set forth opposite his or its
name for the consideration listed.
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Number of Shares |
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of Common Stock |
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Name |
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Purchased |
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Consideration |
Frost Gamma Investments Trust(1) |
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3,905,508 |
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$ |
175,000 |
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Hsu Gamma Investments, L.P.(2) |
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2,231,719 |
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$ |
100,000 |
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Steven D. Rubin |
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557,930 |
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$ |
25,000 |
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Subbarao Uppaluri, Ph.D. |
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557,930 |
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$ |
25,000 |
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(1) |
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Dr. Frost, the Chairman of the Board and Chief Executive Officer of OPKO, is the sole trustee
of the Frost Gamma Investments Trust, a trust organized under the laws of Florida (the Gamma
Trust), and may be deemed to share beneficial ownership of the securities held by the Gamma Trust
with the Gamma Trust. |
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(2) |
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Dr. Jane Hsiao, the Vice Chairman of the Board and Chief Technical Officer of OPKO, serves as
General Partner of Hsu Gamma Investments, L.P., a limited partnership organized under the laws of
the State of Delaware (Hsu Gamma), and may be deemed to share beneficial ownership of the
securities held by Hsu Gamma with Hsu Gamma. |
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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5 |
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10 Pages |
Subsequent to the execution of the Sorrento Stock Purchase Agreement, but prior to the
execution of the Merger Agreement, Sorrento redomesticated from a company incorporated under the
laws of the State of California to a company incorporated under the laws of the State of Delaware.
All references to Sorrento or Sorrento Shares subsequent to the execution of the Sorrento Stock
Purchase Agreement refer to Sorrento Therapeutics, Inc., a Delaware corporation, and its shares of
common stock.
To the best knowledge of OPKO, the acquisition of Common Stock by the Purchasers pursuant to
the Stock Purchase Agreement was for investment purposes. Except as set forth herein, neither
OPKO, nor to the best knowledge of OPKO, the Purchasers or any of the other persons listed on
Appendix A hereto, have any plans or proposals that relate to or that will result in any of the
actions specified in clauses (a) through (j) of Item 4 of Schedule 13D.
The foregoing description of each of the Sorrento Stock Purchase Agreement, the Merger
Agreement and the Stock Purchase Agreement does not purport to be complete and is qualified in its
entirety by reference to the Sorrento Stock Purchase Agreement, the Merger Agreement, the First
Amendment to Merger Agreement and the Stock Purchase Agreement, as applicable, copies of which are
filed as Exhibits 99.1, 99.2, 99.3 and 99.4 hereto, respectively, and are incorporated in this
report by reference.
ITEM 5. Interest in Securities of the Issuer.
(a) and (b) Each of OPKO, the Purchasers and Dr. Lerner may be deemed to beneficially own
shares of Common Stock as follows:
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Percentage of |
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Number of Shares |
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Sole or Shared |
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Outstanding |
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of Common Stock |
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Sole or Shared |
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Dispositive |
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Shares of |
Name |
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Beneficially Owned |
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Voting Power |
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Power |
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Common Stock(1) |
OPKO Health, Inc. |
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59,015,257 |
(2) |
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Sole |
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Sole |
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26.2 |
% |
Phillip Frost, M.D. |
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3,905,508 |
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Shared(3) |
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Shared(3) |
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1.7 |
% |
Frost Gamma Investments Trust |
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3,905,508 |
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Shared(3) |
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Shared(3) |
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1.7 |
% |
Jane H. Hsiao, Ph.D., MBA |
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2,231,719 |
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Shared(4) |
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Shared(4) |
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1.0 |
% |
Hsu Gamma Investments, L.P. |
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2,231,719 |
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Shared(4) |
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Shared(4) |
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1.0 |
% |
Steven D. Rubin |
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557,930 |
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Sole |
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Sole |
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0.2 |
% |
Subbarao Uppaluri, Ph.D. |
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557,930 |
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Sole |
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Sole |
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0.2 |
% |
Richard A. Lerner, M.D. |
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5,365,114 |
(5) |
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Sole |
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Sole |
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2.4 |
% |
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(1) |
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The percentage of beneficial ownership is based upon 225,084,127 shares of Common Stock
outstanding as of September 21, 2009, as reported in the Issuers Current Report on Form 8-K/A
filed with the SEC on September 22, 2009. |
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(2) |
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Includes 5,901,525 shares of Common Stock held in escrow pursuant to the Escrow Agreement. |
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(3) |
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Includes 3,905,508 shares of Common Stock held of record by the Gamma Trust. Dr. Frost is the
sole trustee of the Gamma Trust and may be deemed to share beneficial ownership of the securities
held by the Gamma Trust with the Gamma Trust. Frost Gamma Limited Partnership is the sole and
exclusive beneficiary of the Gamma Trust. Dr. Frost is one of two limited partners of Frost Gamma
Limited Partnership. The general partner of Frost Gamma Limited Partnership is Frost Gamma, Inc.
and the sole shareholder of Frost Gamma, Inc. is Frost-Nevada Corporation. Dr. Frost is also the
sole shareholder of Frost-Nevada Corporation. Does not include shares of Common Stock owned by
OPKO and the Gamma Trust disclaims any beneficial ownership of such shares. The Gamma Trust
beneficially owned near 50% of the issued and outstanding shares of OPKO common stock as of
September 18, 2009. |
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(4) |
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Includes 2,231,719 shares of Common Stock held of record by Hsu Gamma, for which Dr. Hsiao
serves as General Partner. Dr. Hsiao may be deemed to beneficially own the shares of Common Stock
held by Hsu Gamma. |
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(5) |
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Includes 536,511 shares of Common Stock held in escrow pursuant to the Escrow Agreement. |
(c) The information contained in Items 3 and 4 of this 13D is hereby incorporated by reference
in this Item 5(c).
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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6 |
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(d) No person (other than each of OPKO, the Purchasers and Dr. Lerner) is known to have the
right to receive or the power to direct the receipt of dividends from, or the proceeds from the
sale of, the shares of Common Stock held by each of such persons.
(e) Not applicable.
ITEM 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the
Issuer. |
In connection with the Merger, each of OPKO and Dr. Lerner entered into lock-up agreements
with the Issuer in respect of their shares of Common Stock. In addition, each of the Purchasers
entered into lock-up agreements with the Issuer in respect of their shares of Common Stock in
connection with the execution of the Stock Purchase Agreement. The lock-up agreements provide that
each of OPKOs, the Purchasers and Dr. Lerners shares of Common Stock may not be sold, directly
or indirectly, for a period of 24 months following consummation of the Merger, subject to certain
exceptions.
Also in connection with the Merger, OPKO entered into a Voting Agreement (the Voting
Agreement) with the Issuer pursuant to which OPKO agreed to vote in favor of proposals to change
the name of the Issuer to Sorrento Therapeutics, Inc. and for the Issuer to redomesticate or
reincorporate from a corporation organized and existing under the laws of the State of Colorado to
a corporation organized and existing under the laws of the State of Delaware, if a vote to approve
such proposals is held within three months of the closing of the Merger, subject to certain
extension periods. Former holders of shares of Sorrento common stock which now represent more than
50% of the outstanding shares of Common Stock have agreed to vote in favor of the preceding
matters.
In addition, pursuant to the terms of that certain Escrow Agreement, dated September 21, 2009
(the Escrow Agreement), by and among the Issuer, the Stockholders Agent, the Parent
Representative and Bank of America, N.A., 10% of the shares of Common Stock issued to each of the
former Sorrento stockholders, including OKPO and Dr. Lerner, are being held in escrow to satisfy
indemnification obligations of Sorrento, if any, under the Merger Agreement. In the event of any
such indemnification obligations, certain portions of the Escrow Shares may be returned to the
Issuer. The holders of such shares retain voting control over such shares during the term of the
Escrow Agreement, unless such shares are returned to the Issuer.
The foregoing description of each of the lock-up agreements, Voting Agreement and Escrow
Agreement does not purport to be complete and is qualified in its entirety by reference to the Form
of Lock-Up Agreement, Form of Voting Agreement and Escrow Agreement, as applicable, copies of which
are filed as Exhibits 99.5, 99.6 and 99.7 hereto, respectively, and are incorporated in this report
by reference.
ITEM 7. Material to be Filed as Exhibits.
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Exhibit |
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Number |
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Description |
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99.1
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Stock Purchase Agreement, dated June 10, 2009, between
Sorrento Therapeutics, Inc. and OPKO Health, Inc.
(incorporated herein by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q filed by OPKO on August 7,
2009). |
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99.2
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Merger Agreement, dated July 14, 2009, by and among
QuikByte Software, Inc., Sorrento Therapeutics, Inc.,
Sorrento Merger Corp., Inc., the Stockholders Agent and
the Parent Representative (incorporated herein by reference
to Exhibit 2.1 to the Current Report on Form 8-K filed by
the Issuer on July 14, 2009). |
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99.3
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First Amendment to Merger Agreement, dated August 26, 2009,
by and among QuikByte Software, Inc., Sorrento
Therapeutics, Inc., Sorrento Merger Corp., Inc., the
Stockholders Agent and the Parent Representative
(incorporated herein by reference to Exhibit 2.2 to the
Current Report on Form 8-K filed by the Issuer on August
26, 2009). |
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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7 |
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Exhibit |
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Number |
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Description |
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99.4
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Stock Purchase Agreement, dated September 18, 2009, by and
among QuikByte Software, Inc. and the Investors listed on
Exhibit A thereto (incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the
Issuer on September 21, 2009). |
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99.5
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Form of Lock-Up Agreement (incorporated herein by reference
to Exhibit 10.2 to the Current Report on Form 8-K filed by
the Issuer on September 21, 2009). |
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99.6
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Form of Stockholder Voting Agreement by and among QuikByte
Software, Inc. and the Stockholder of Sorrento
Therapeutics, Inc. set forth on the signature page thereto,
dated as of July 14, 2009 (incorporated herein by reference
to Exhibit 9.1 to the Current Report on Form 8-K filed by
the Issuer on September 21, 2009). |
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99.7
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Escrow Agreement, dated September 21, 2009, by and among
QuikByte Software, Inc., the Stockholders Agent, the
Parent Representative and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.3 to the
Current Report on Form 8-K/A filed by the Issuer on
September 22, 2009). |
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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8 |
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10 Pages |
SIGNATURES
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.
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OPKO Health, Inc.
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Dated: September 22, 2009 |
By: |
/s/ Steven D. Rubin
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Name: |
Steven D. Rubin |
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Title: |
Executive Vice President-Administration |
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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9 |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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99.1
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Stock Purchase Agreement, dated June 10, 2009, between
Sorrento Therapeutics, Inc. and OPKO Health, Inc.
(incorporated herein by reference to Exhibit 10.2 to the
Quarterly Report on Form 10-Q filed by OPKO on August 7,
2009). |
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99.2
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Merger Agreement, dated July 14, 2009, by and among
QuikByte Software, Inc., Sorrento Therapeutics, Inc.,
Sorrento Merger Corp., Inc., the Stockholders Agent and
the Parent Representative (incorporated herein by reference
to Exhibit 2.1 to the Current Report on Form 8-K filed by
the Issuer on July 14, 2009). |
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99.3
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First Amendment to Merger Agreement, dated August 26, 2009,
by and among QuikByte Software, Inc., Sorrento
Therapeutics, Inc., Sorrento Merger Corp., Inc., the
Stockholders Agent and the Parent Representative
(incorporated herein by reference to Exhibit 2.2 to the
Current Report on Form 8-K filed by the Issuer on August
26, 2009). |
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99.4
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Stock Purchase Agreement, dated September 18, 2009, by and
among QuikByte Software, Inc. and the Investors listed on
Exhibit A thereto (incorporated herein by reference to
Exhibit 10.1 to the Current Report on Form 8-K filed by the
Issuer on September 21, 2009). |
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99.5
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Form of Lock-Up Agreement (incorporated herein by reference
to Exhibit 10.2 to the Current Report on Form 8-K filed by
the Issuer on September 21, 2009). |
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99.6
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Form of Stockholder Voting Agreement by and among QuikByte
Software, Inc. and the Stockholder of Sorrento
Therapeutics, Inc. set forth on the signature page thereto,
dated as of July 14, 2009 (incorporated herein by reference
to Exhibit 9.1 to the Current Report on Form 8-K filed by
the Issuer on September 21, 2009). |
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99.7
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Escrow Agreement, dated September 21, 2009, by and among
QuikByte Software, Inc., the Stockholders Agent, the
Parent Representative and Bank of America, N.A.
(incorporated herein by reference to Exhibit 10.3 to the
Current Report on Form 8-K/A filed by the Issuer on
September 22, 2009). |
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CUSIP No. |
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74838 K 405 |
13D |
Page |
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10 |
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of |
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10 Pages |
APPENDIX A
Directors and Executive Officers
The names, present principal occupations or employment and business addresses of the executive
officers and directors of OPKO are set forth below. Unless otherwise indicated, each occupation
set forth opposite an individuals name refers to OPKO.
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Name |
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Principal Occupation |
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Business Address |
Phillip Frost, M.D.
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Chairman of the Board
and Chief Executive
Officer
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4400 Biscayne Boulevard
Miami, Florida 33137 |
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Jane H. Hsiao, Ph.D.
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Vice Chairman of the
Board and Chief
Technical Officer
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4400 Biscayne Boulevard
Miami, Florida 33137 |
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Steven D. Rubin
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Director and Executive
Vice
President-Administration
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4400 Biscayne Boulevard
Miami, Florida 33137 |
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Robert A. Baron
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Director
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4400 Biscayne Boulevard
Miami, Florida 33137 |
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Thomas E. Beier
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Director
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4400 Biscayne Boulevard
Miami, Florida 33137 |
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Pascal J. Goldschmidt, M.D.
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Senior Vice President
for Medical Affairs and
Dean, University of
Miami Leonard M. Miller
School of Medicine
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University of Miami
Leonard M. Miller School of
Medicine
P.O. Box 016099 (R-699)
Miami, Florida 33101 |
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Richard A. Lerner, M.D.
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President, The Scripps
Research Institute (a
private, non-profit
biomedical research
organization)
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c/o The Scripps Institute
10550 N. Torrey Pines Road
La Jolla, California 92037 |
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John A. Paganelli
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Partner, RFG Associates
(a financial planning
organization)
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1250 Pittsford Victor Road
Building 200, Suite 180
Pittsford, New York 14534 |
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Richard C. Pfenniger, Jr.
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Chairman of the Board,
Chief Executive Officer
and President,
Continucare Corporation
(a provider of primary
care physician and
practice management
services)
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c/o Continucare Corporation
7200 Corporate Center
Drive, Suite 600
Miami, Florida 33126 |
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Alice Lin-Tsing Yu, M.D.,
Ph.D.
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Distinguished Research
Fellow and Associate
Director, Genomics
Research Center,
Academia Sinica, Taiwan
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Genomics Research Center
Academia Sinica
128 Academia Road, Section 2
Taipei, Taiwan, 11554 |
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Subbarao V. Uppaluri, Ph.D.
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Senior Vice President
and Chief Financial
Officer
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4400 Biscayne Boulevard
Miami, Florida 33137 |