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SOON-SHIONG PATRICK 4

Accession 0000950170-23-048020

CIK 0001326110other

View on SEC.gov Company Profile

Filed

Sep 12, 8:00 PM ET

Accepted

Sep 13, 9:07 PM ET

Size

38.1 KB

Accession

0000950170-23-048020

Insider Transaction Report

Form 4

Period: 2023-09-11

ImmunityBio, Inc.IBRX

SOON SHIONG PATRICK

DirectorSee remarks10% Owner

Transactions

Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+47,557,934$61,349,735→ 47,557,934 total(indirect: See footnote)
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+129,127,017$166,573,852→ 129,227,017 total(indirect: See footnote)
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Purchase
Convertible Promissory Note
2023-09-11$200000000.00/sh(indirect: See footnote)
Exercise: $1.94Exp: 2026-09-11→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+32,606,985$42,063,011→ 32,606,985 total(indirect: See footnote)

Holdings

Common Stock
(indirect: See footnote)
9,986,920
Common Stock
(indirect: See footnote)
5,618,326
Common Stock
29,473,932
Common Stock
(indirect: See footnote)
8,383,414
Common Stock
(indirect: See footnote)
261,705,814
Common Stock
(indirect: See footnote)
7,976,159

Nant Capital, LLC

10% Owner

Transactions

Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+129,127,017$166,573,852→ 129,227,017 total(indirect: See footnote)
Other
Common Stock
2023-09-11$1.29/sh+47,557,934$61,349,735→ 47,557,934 total(indirect: See footnote)
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+32,606,985$42,063,011→ 32,606,985 total(indirect: See footnote)
Purchase
Convertible Promissory Note
2023-09-11$200000000.00/sh(indirect: See footnote)
Exercise: $1.94Exp: 2026-09-11→ Common Stock

Holdings

Common Stock
29,473,932
Common Stock
(indirect: See footnote)
7,976,159
Common Stock
(indirect: See footnote)
9,986,920
Common Stock
(indirect: See footnote)
261,705,814
Common Stock
(indirect: See footnote)
8,383,414
Common Stock
(indirect: See footnote)
5,618,326

Cambridge Equities, LP

10% Owner

Transactions

Other
Common Stock
2023-09-11$1.29/sh+129,127,017$166,573,852→ 129,227,017 total(indirect: See footnote)
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Purchase
Convertible Promissory Note
2023-09-11$200000000.00/sh(indirect: See footnote)
Exercise: $1.94Exp: 2026-09-11→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+47,557,934$61,349,735→ 47,557,934 total(indirect: See footnote)
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+32,606,985$42,063,011→ 32,606,985 total(indirect: See footnote)
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock

Holdings

Common Stock
(indirect: See footnote)
5,618,326
Common Stock
(indirect: See footnote)
8,383,414
Common Stock
(indirect: See footnote)
7,976,159
Common Stock
29,473,932
Common Stock
(indirect: See footnote)
261,705,814
Common Stock
(indirect: See footnote)
9,986,920

MP 13 Ventures, LLC

10% Owner

Transactions

Other
Common Stock
2023-09-11$1.29/sh+129,127,017$166,573,852→ 129,227,017 total(indirect: See footnote)
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+47,557,934$61,349,735→ 47,557,934 total(indirect: See footnote)
Other
Common Stock
2023-09-11$1.29/sh+32,606,985$42,063,011→ 32,606,985 total(indirect: See footnote)
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Purchase
Convertible Promissory Note
2023-09-11$200000000.00/sh(indirect: See footnote)
Exercise: $1.94Exp: 2026-09-11→ Common Stock

Holdings

Common Stock
(indirect: See footnote)
8,383,414
Common Stock
(indirect: See footnote)
5,618,326
Common Stock
29,473,932
Common Stock
(indirect: See footnote)
261,705,814
Common Stock
(indirect: See footnote)
7,976,159
Common Stock
(indirect: See footnote)
9,986,920

CALIFORNIA CAPITAL EQUITY, LLC

10% Owner

Transactions

Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+47,557,934$61,349,735→ 47,557,934 total(indirect: See footnote)
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Second Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Other
Amended and Restated Convertible Promissory Note
2023-09-11(indirect: See footnote)
Exercise: $5.67From: 2022-08-31Exp: 2025-09-30→ Common Stock
Purchase
Convertible Promissory Note
2023-09-11$200000000.00/sh(indirect: See footnote)
Exercise: $1.94Exp: 2026-09-11→ Common Stock
Other
Common Stock
2023-09-11$1.29/sh+129,127,017$166,573,852→ 129,227,017 total(indirect: See footnote)
Other
Common Stock
2023-09-11$1.29/sh+32,606,985$42,063,011→ 32,606,985 total(indirect: See footnote)

Holdings

Common Stock
(indirect: See footnote)
7,976,159
Common Stock
(indirect: See footnote)
9,986,920
Common Stock
29,473,932
Common Stock
(indirect: See footnote)
261,705,814
Common Stock
(indirect: See footnote)
8,383,414
Common Stock
(indirect: See footnote)
5,618,326

Footnotes (17)

[F1]On September 11, 2023, the Issuer, the Issuer's wholly-owned subsidiary NantCell, Inc., Nant Capital, LLC ("Nant Capital"), NantMobile, LLC ("NantMobile") and NantCancerStemCell, LLC ("NCSC" and together with Nant Capital and NantMobile, the "Purchasers"), entered into a Stock Purchase Agreement (the "SPA") pursuant to which the Purchasers exchanged certain existing convertible promissory notes, identified in the SPA as the "Notes," at a price per share of $1.29. As a result of the exchange, the Issuer is forever released and discharged from all its obligations and liabilities under the Notes.
[F10]Represents the entire outstanding principal amount and accrued and unpaid interest due as of September 8, 2023.
[F11]Amended and Restated Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person.
[F12]Second Amended and Restated Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person.
[F13]Second Amended and Restated Convertible Promissory Note held by NantMobile. NantWorks is the majority stockholder and an affiliate of NantMobile and may be deemed to have beneficial ownership of the securities held by NantMobile. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantMobile.
[F14]Second Amended and Restated Convertible Promissory Note held by NCSC. NantBio is the sole stockholder and an affiliate of NCSC and may be deemed to have beneficial ownership of the securities held by NCSC. NantWorks is the majority stockholder and an affiliate of NantBio and may be deemed to have beneficial ownership of the securities held by NantBio and its affiliates. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantBio and its affiliates.
[F15]That date upon which an amendment to the Issuers Certificate of Incorporation, as amended, becomes effective pursuant to which the number of authorized shares of the Issuer's common stock is increased from 900,000,000 to 1,350,000,000.
[F16]Reporting person has the right at any time after the Conversion Date and on or before September 11, 2026 to convert all (but not less than all) of the outstanding principal amount of this Convertible Promissory Note (the "Note") and all (but not less than all) accrued and unpaid interest on this Note into fully paid and nonassessable shares of the Issuer's common stock at a price per share equal to $1.935.
[F17]Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person.
[F2]Shares held by Nant Capital, an investment vehicle of the reporting person.
[F3]Shares held by NantMobile. NantWorks, LLC ("NantWorks") is the majority stockholder and an affiliate of NantMobile and may be deemed to have beneficial ownership of the securities held by NantMobile. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantMobile.
[F4]Shares held by NCSC. NantBio, Inc. ("NantBio") is the sole stockholder and an affiliate of NCSC and may be deemed to have beneficial ownership of the securities held by NCSC. NantWorks is the majority stockholder and an affiliate of NantBio and may be deemed to have beneficial ownership of the securities held by NantBio and its affiliates. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the securities held by NantBio and its affiliates.
[F5]Shares held by Cambridge Equities, LP ("Cambridge Equities"). MP 13 Ventures, LLC ("MP 13 Ventures") is the general partner of Cambridge Equities and may be deemed to have beneficial ownership of the shares held by Cambridge Equities. The reporting person is the sole member of MP 13 Ventures and has voting and dispositive power over the shares held by Cambridge Equities.
[F6]Shares held by NantBio. NantWorks is the majority stockholder and may be deemed to have beneficial ownership of the shares held by NantBio. The reporting person is the chief executive officer of NantWorks and indirectly beneficially owns all of the equity interests in NantWorks and may be deemed to have voting and dispositive power over the shares held by NantBio.
[F7]Shares held by California Capital Equity, LLC ("CalCap"). The reporting person owns all of the equity interests of CalCap and has voting and dispositive power over the shares held by CalCap.
[F8]Shares held by the Chan Soon-Shiong Family Foundation, an exempt corporation organized under the laws of the State of Delaware (the "Foundation"). The Foundation has the sole power to vote and direct the disposition of all shares directly owned by the Foundation, except to the extent it may be deemed to share such power with the reporting person by virtue of the reporting person's control over the Foundation. The reporting person serves as Chairman of the Foundation.
[F9]Shares held by NantWorks. CalCap directly owns all of the equity interests of NantWorks and may be deemed to have beneficial ownership of the securities held by NantWorks. The reporting person directly owns all of the equity interests of CalCap and may be deemed to have voting and dispositive power over the securities held by NantWorks.

Documents

1 file

4
ownership.xmlPrimary
4

Issuer

ImmunityBio, Inc.

CIK 0001326110

→

Entity typeother

Related Parties

filerCIK 0001189020

Filing Metadata

Form type: 4
Filed: Sep 12, 8:00 PM ET
Accepted: Sep 13, 9:07 PM ET
Size: 38.1 KB

View on SEC.gov