ImmunityBio Enters Material Definitive Agreement

TL;DR

IBIO signed a big deal, filing shows.

AI Summary

On December 10, 2024, ImmunityBio, Inc. entered into a material definitive agreement, the details of which are not fully disclosed in this filing. The company also announced other events and filed financial statements and exhibits. ImmunityBio, Inc. is incorporated in Delaware and its principal executive offices are located at 3530 John Hopkins Court, San Diego, California.

Why It Matters

This filing indicates a significant new agreement for ImmunityBio, Inc., which could impact its future operations and financial performance.

Risk Assessment

Risk Level: medium — The filing mentions a material definitive agreement, but the specifics are not detailed, creating uncertainty about the agreement's nature and impact.

Key Players & Entities

• ImmunityBio, Inc. (company) — Registrant
• December 10, 2024 (date) — Date of earliest event reported
• Delaware (jurisdiction) — State of incorporation
• 3530 John Hopkins Court, San Diego, California (location) — Principal executive offices
• NantKwest, Inc. (company) — Former company name
• Conkwest, Inc. (company) — Former company name
• ZelleRx Corp (company) — Former company name

FAQ

Key Financial Figures

• $0.0001 — ich registered Common Stock, par value $0.0001 per share IBRX Nasdaq Global Select
• $3.00 — s were sold at a price to the public of $3.00 per share. Under the terms of the Under
• $93.1 million — mpany, are expected to be approximately $93.1 million from the sale of the Firm Shares and $1
• $107.2 million — on from the sale of the Firm Shares and $107.2 million if the Underwriters exercise the option
• $505.0 million — eld by Nant Capital into a consolidated $505.0 million note (the "Consolidated Note" and such
• $5.427 — s option, at a price per share equal to $5.427. The holder can request up to $50.0 mil
• $50.0 million — to $5.427. The holder can request up to $50.0 million of the outstanding principal amount and

Filing Documents

• d875134d8k.htm (8-K) — 38KB
• d875134dex11.htm (EX-1.1) — 246KB
• d875134dex12.htm (EX-1.2) — 40KB
• d875134dex13.htm (EX-1.3) — 41KB
• d875134dex51.htm (EX-5.1) — 12KB
• d875134dex991.htm (EX-99.1) — 12KB
• g875134g1211090755224.jpg (GRAPHIC) — 3KB
• g875134g35s84.jpg (GRAPHIC) — 32KB
• 0001193125-24-274871.txt ( ) — 654KB
• ibrx-20241210.xsd (EX-101.SCH) — 2KB
• ibrx-20241210_lab.xml (EX-101.LAB) — 17KB
• ibrx-20241210_pre.xml (EX-101.PRE) — 11KB
• d875134d8k_htm.xml (XML) — 4KB

Forward-Looking Statements

Forward-Looking Statements This Current Report on Form 8-K contains forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. All statements contained in this Current Report on Form 8-K that do not relate to matters of historical fact should be considered forward-looking statements. Forward-looking statements are subject to known and unknown risks and uncertainties, many of which may be beyond our control. Investors should review the risks and uncertainties contained in our filings with the SEC, including our Quarterly Report on Form 10-Q for the quarter ended September 30, 2024, filed with the SEC on November 12, 2024, as well as other risks set forth in our other filings with the SEC. We caution you that the forward-looking information presented in this Current Report on Form 8-K is not a guarantee of future events, and that actual events may differ materially from those described in or suggested by the forward-looking information contained in this Current Report on Form 8-K. In addition, forward-looking statements generally can be identified by the use of forward-looking terminology such as "may," "will," "should," "could," "would," "expects," "plans," "intends," "anticipates," "believes," "estimates," "predicts," "projects," "potential," or "continue" or the negative of such terms and other similar terminology. Any forward-looking information presented herein is made only as of the date of this Current Report on Form 8-K, and we do not undertake any obligation to update or revise any forward-looking information to reflect changes in assumptions, the occurrence of unanticipated events, or otherwise. -3- Item9.01

Financial Statements and Exhibits

Financial Statements and Exhibits. Exhibit No. Description 1.1 Underwriting Agreement, dated as of December 10, 2024 by and among the Company, Jefferies LLC, Piper Sandler & Co., as representatives of the underwriters. 1.2 Second Amended and Restated Promissory Note by and between the Company and Nant Capital, LLC, dated as of December 10, 2024. 1.3 Limited Consent and Amendment to Revenue Interest Purchase Agreement by and between the Company, the purchasers party thereto, and Infinity SA LLC, as collateral agent and administrative agent for the Purchasers. 5.1 Opinion of Wilson Sonsini Goodrich & Rosati, P.C. 23.1 Consent of Wilson Sonsini Goodrich & Rosati, P.C. (included in Exhibit 5.1 hereto) 99.1 Press Release, dated December 11, 2024 104 Cover Page Interactive Data File (embedded within the Inline XBRL document) -4-

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. Date: December 11, 2024 By: /s/ David Sachs David Sachs Chief Financial Officer -5-

View Full Filing

View this 8-K filing on SEC EDGAR