ImmunityBio Reports New Debt, Equity Sales, Material Agreement

TL;DR

**ImmunityBio just took on new debt and sold more stock, watch for potential dilution.**

AI Summary

ImmunityBio, Inc. filed an 8-K on January 2, 2024, reporting events from December 29, 2023, including entering a material definitive agreement, creating a direct financial obligation, and unregistered sales of equity securities. This indicates the company is actively engaging in financing activities and potentially taking on new debt or issuing shares, which could impact existing shareholders by diluting ownership or increasing financial leverage. Investors should note these actions as they reflect the company's strategic financial decisions.

Why It Matters

This filing signals ImmunityBio is making significant financial moves, which could affect its balance sheet, future profitability, and the value of existing shares through dilution or increased debt obligations.

Risk Assessment

Risk Level: medium — The creation of a direct financial obligation and unregistered sales of equity securities introduce financial leverage and potential shareholder dilution, respectively, which are moderate risks.

Analyst Insight

A smart investor would closely monitor subsequent filings for details on the material definitive agreement and the terms of the new financial obligations and equity sales to assess their impact on the company's financial health and potential dilution.

Key Players & Entities

• ImmunityBio, Inc. (company) — the registrant filing the 8-K
• Delaware (company) — state of incorporation for ImmunityBio, Inc.
• 001-37507 (dollar_amount) — Commission File Number for ImmunityBio, Inc.
• 43-1979754 (dollar_amount) — IRS Employer Identification No. for ImmunityBio, Inc.
• 3530 John Hopkins Court San Diego, California 92121 (company) — principal executive offices address for ImmunityBio, Inc.
• (844) 696-5235 (dollar_amount) — telephone number for ImmunityBio, Inc.

Forward-Looking Statements

• ImmunityBio's stock price may experience short-term volatility due to the reported financial obligations and equity sales. (ImmunityBio, Inc.) — medium confidence, target: 2024-03-31
• The company will provide more details on the 'Material Definitive Agreement' in future filings or investor calls. (ImmunityBio, Inc.) — high confidence, target: 2024-06-30

FAQ

Key Financial Figures

• $0.0001 — ch registered Common Stock, par value $0.0001 per share IBRX The Nasdaq Global Select
• $200.0 million — e Company for a gross purchase price of $200.0 million (the "First Payment") paid at closing.
• $100.0 million — exchange for a gross purchase price of $100.0 million (the "Second Payment" and, together wit
• $10,000,000 — purchased an aggregate of approximately $10,000,000 of the Company's common stock ("Common
• $4.11 — pany's common stock ("Common Stock") at $4.11 per share in a private placement, and a
• $505 million — egate principal amount of approximately $505 million held by Nant Capital from December 31,
• $380 million — etion, to convert up to an aggregate of $380 million of principal, plus accrued and unpaid i
• $30 million — egate principal amount of approximately $30 million held by Nant Capital from December 31,

Filing Documents

• ibrx-20231229.htm (8-K) — 45KB
• ibrx-202312298xkexhibit991.htm (EX-99.1) — 24KB
• ib_logoxfinalxcolorx02x2021.jpg (GRAPHIC) — 226KB
• 0001326110-24-000003.txt ( ) — 515KB
• ibrx-20231229.xsd (EX-101.SCH) — 2KB
• ibrx-20231229_lab.xml (EX-101.LAB) — 24KB
• ibrx-20231229_pre.xml (EX-101.PRE) — 12KB
• ibrx-20231229_htm.xml (XML) — 3KB

01 Entry into a Material Definitive Agreement

Item 1.01 Entry into a Material Definitive Agreement. Revenue Interest Purchase Agreement On December 29, 2023 (the "Closing Date"), ImmunityBio, Inc. (the "Company"), entered into a Revenue Interest Purchase Agreement (the "RIPA") with Infinity SA LLC (the "Purchaser Agent"), an affiliate of Oberland Capital Management LLC, as collateral agent and administrative agent for the purchasers party thereto (each, a "Purchaser", and collectively, the "Purchasers"). Pursuant to the RIPA, the Purchasers acquired certain revenue interests (the "Revenue Interests") from the Company for a gross purchase price of $200.0 million (the "First Payment") paid at closing. In addition, the Purchasers may purchase additional Revenue Interests from the Company in exchange for a gross purchase price of $100.0 million (the "Second Payment" and, together with the First Payment, each a "Purchaser Payment" and, collectively, the "Purchaser Payments") following the receipt of approval by the United States Food and Drug Administration of the Company's biologics license application for N-803 in combination with BCG for the treatment of patients with BCG-unresponsive non-muscle invasive bladder cancer with carcinoma in situ with or without Ta or T1 disease on or before June 30, 2024 (the "FDA Approval"). The Second Payment is contingent upon receipt of the FDA Approval and other terms and conditions as set forth in the RIPA. The Purchasers are also entitled to elect, in their sole discretion, to purchase such additional Revenue Interests in exchange for the Second Payment. As a result of the purchase of the Revenue Interests from the Company, the Purchasers will have a right to receive quarterly payments ("Revenue Interest Payments") from the Company based on net sales of the Company's products during such quarter, which will be tiered payments initially ranging from 3.00% to 7.00% (or after funding of the Second Payment, 4.50% to 10.00%) of the Company's net sales across the entire world, ex

02 Unregistered Sales of Equity Securities

Item 3.02 Unregistered Sales of Equity Securities. To the extent relevant, the information set forth in Item 1.01 above is incorporated by reference into this Item 3.02.

01 Other Events

Item 8.01 Other Events. On January 2, 2023, the Company issued a press release regarding the matters described above. A copy of the press release is filed as Exhibit 99.1 and incorporated by reference.

01 Financial Statements and Exhibits

Item 9.01 Financial Statements and Exhibits. (d) Exhibits . Exhibit Number Description of Exhibit 99.1** Press Release dated January 2, 2024. 104 Cover Page Interactive Data File (embedded within the Inline XBRL document). _______________ ** Furnished herewith.

SIGNATURES

SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. IMMUNITYBIO, INC. Registrant Date: January 2, 2024 By: /s/ David C. Sachs David C. Sachs Chief Financial Officer

View Full Filing

View this 8-K filing on SEC EDGAR