4//SEC Filing
SOON-SHIONG PATRICK 4
Accession 0001326110-24-000117
CIK 0001326110other
Filed
Dec 11, 7:00 PM ET
Accepted
Dec 12, 9:20 PM ET
Size
32.9 KB
Accession
0001326110-24-000117
Insider Transaction Report
Form 4
Cambridge Equities, LP
10% Owner
Transactions
- Conversion
Common Stock
2024-12-10$2.28/sh+13,475,172$30,723,392→ 246,412,277 total(indirect: See footnote) - Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $2.28From: 2023-05-12Exp: 2025-12-31→ Common Stock (13,475,172 underlying) - Conversion
Common Stock
2024-12-10$1.94/sh+103,710,088$200,679,020→ 232,937,105 total(indirect: See footnote) - Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $1.94Exp: 2026-09-11→ Common Stock (103,710,088 underlying) - Other
Amended and Restated Promissory Note
2024-12-10(indirect: See footnote)Exercise: $8.27From: 2023-12-29Exp: 2025-12-31→ Common Stock - Other
Second Amended and Restated Convertible Promissory Note
2024-12-10$505000000.00/sh(indirect: See footnote)Exercise: $5.43From: 2024-12-10Exp: 2027-12-31→ Common Stock
Holdings
- 261,705,814(indirect: See footnote)
Common Stock
- 47,557,934(indirect: See footnote)
Common Stock
- 29,473,932
Common Stock
- 8,383,414(indirect: See footnote)
Common Stock
- 7,976,159(indirect: See footnte)
Common Stock
- 9,986,920(indirect: See footnote)
Common Stock
- 5,618,326(indirect: See footnote)
Common Stock
- 32,606,985(indirect: See footnote)
Common Stock
Nant Capital, LLC
10% Owner
Transactions
- Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $2.28From: 2023-05-12Exp: 2025-12-31→ Common Stock (13,475,172 underlying) - Other
Amended and Restated Promissory Note
2024-12-10(indirect: See footnote)Exercise: $8.27From: 2023-12-29Exp: 2025-12-31→ Common Stock - Other
Second Amended and Restated Convertible Promissory Note
2024-12-10$505000000.00/sh(indirect: See footnote)Exercise: $5.43From: 2024-12-10Exp: 2027-12-31→ Common Stock - Conversion
Common Stock
2024-12-10$1.94/sh+103,710,088$200,679,020→ 232,937,105 total(indirect: See footnote) - Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $1.94Exp: 2026-09-11→ Common Stock (103,710,088 underlying) - Conversion
Common Stock
2024-12-10$2.28/sh+13,475,172$30,723,392→ 246,412,277 total(indirect: See footnote)
Holdings
- 8,383,414(indirect: See footnote)
Common Stock
- 5,618,326(indirect: See footnote)
Common Stock
- 47,557,934(indirect: See footnote)
Common Stock
- 7,976,159(indirect: See footnte)
Common Stock
- 9,986,920(indirect: See footnote)
Common Stock
- 32,606,985(indirect: See footnote)
Common Stock
- 261,705,814(indirect: See footnote)
Common Stock
- 29,473,932
Common Stock
CALIFORNIA CAPITAL EQUITY, LLC
10% Owner
Transactions
- Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $1.94Exp: 2026-09-11→ Common Stock (103,710,088 underlying) - Conversion
Common Stock
2024-12-10$2.28/sh+13,475,172$30,723,392→ 246,412,277 total(indirect: See footnote) - Conversion
Common Stock
2024-12-10$1.94/sh+103,710,088$200,679,020→ 232,937,105 total(indirect: See footnote) - Other
Second Amended and Restated Convertible Promissory Note
2024-12-10$505000000.00/sh(indirect: See footnote)Exercise: $5.43From: 2024-12-10Exp: 2027-12-31→ Common Stock - Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $2.28From: 2023-05-12Exp: 2025-12-31→ Common Stock (13,475,172 underlying) - Other
Amended and Restated Promissory Note
2024-12-10(indirect: See footnote)Exercise: $8.27From: 2023-12-29Exp: 2025-12-31→ Common Stock
Holdings
- 261,705,814(indirect: See footnote)
Common Stock
- 5,618,326(indirect: See footnote)
Common Stock
- 9,986,920(indirect: See footnote)
Common Stock
- 7,976,159(indirect: See footnte)
Common Stock
- 8,383,414(indirect: See footnote)
Common Stock
- 32,606,985(indirect: See footnote)
Common Stock
- 29,473,932
Common Stock
- 47,557,934(indirect: See footnote)
Common Stock
SOON SHIONG PATRICK
DirectorSee remarks10% Owner
Transactions
- Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $1.94Exp: 2026-09-11→ Common Stock (103,710,088 underlying) - Conversion
Common Stock
2024-12-10$2.28/sh+13,475,172$30,723,392→ 246,412,277 total(indirect: See footnote) - Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $2.28From: 2023-05-12Exp: 2025-12-31→ Common Stock (13,475,172 underlying) - Other
Second Amended and Restated Convertible Promissory Note
2024-12-10$505000000.00/sh(indirect: See footnote)Exercise: $5.43From: 2024-12-10Exp: 2027-12-31→ Common Stock - Conversion
Common Stock
2024-12-10$1.94/sh+103,710,088$200,679,020→ 232,937,105 total(indirect: See footnote) - Other
Amended and Restated Promissory Note
2024-12-10(indirect: See footnote)Exercise: $8.27From: 2023-12-29Exp: 2025-12-31→ Common Stock
Holdings
- 47,557,934(indirect: See footnote)
Common Stock
- 29,473,932
Common Stock
- 9,986,920(indirect: See footnote)
Common Stock
- 8,383,414(indirect: See footnote)
Common Stock
- 32,606,985(indirect: See footnote)
Common Stock
- 5,618,326(indirect: See footnote)
Common Stock
- 261,705,814(indirect: See footnote)
Common Stock
- 7,976,159(indirect: See footnte)
Common Stock
MP 13 Ventures, LLC
10% Owner
Transactions
- Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $1.94Exp: 2026-09-11→ Common Stock (103,710,088 underlying) - Other
Second Amended and Restated Convertible Promissory Note
2024-12-10$505000000.00/sh(indirect: See footnote)Exercise: $5.43From: 2024-12-10Exp: 2027-12-31→ Common Stock - Conversion
Common Stock
2024-12-10$1.94/sh+103,710,088$200,679,020→ 232,937,105 total(indirect: See footnote) - Conversion
Convertible Promissory Note
2024-12-10(indirect: See footnote)Exercise: $2.28From: 2023-05-12Exp: 2025-12-31→ Common Stock (13,475,172 underlying) - Other
Amended and Restated Promissory Note
2024-12-10(indirect: See footnote)Exercise: $8.27From: 2023-12-29Exp: 2025-12-31→ Common Stock - Conversion
Common Stock
2024-12-10$2.28/sh+13,475,172$30,723,392→ 246,412,277 total(indirect: See footnote)
Holdings
- 261,705,814(indirect: See footnote)
Common Stock
- 8,383,414(indirect: See footnote)
Common Stock
- 9,986,920(indirect: See footnote)
Common Stock
- 7,976,159(indirect: See footnte)
Common Stock
- 29,473,932
Common Stock
- 5,618,326(indirect: See footnote)
Common Stock
- 32,606,985(indirect: See footnote)
Common Stock
- 47,557,934(indirect: See footnote)
Common Stock
Footnotes (15)
- [F1]Shares held by Nant Capital, LLC, an investment vehicle of the reporting person ("Nant Capital").
- [F10]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.
- [F11]Convertible Promissory Note held by Nant Capital.
- [F12]Nant Capital has the right at any time, at its sole option, to convert the entire outstanding principal amount and accrued and unpaid interest due under such Convertible Promissory Note at the time of conversion into shares of the Issuer's common stock at a price of $2.28 per share. On December 10, 2024, Nant Capital delivered notice to the Issuer that they elected to convert the outstanding principal and all accrued and unpaid interest in the amount of $30,723,395.57 into 13,475,172 shares if the Issuer's common stock.
- [F13]On December 10, 2024, Nant Capital and the Issuer entered into a Second Amended and Restated Promissory Note pursuant to which the Issuer and Nant Capital agreed to consolidate remaining outstanding notes held by Nant Capital into one consolidated $505.0 million note (the "Consolidated Note" and such transaction, the "Debt Restructuring"). The principal amount of the Consolidated Note shall be convertible in full (and not partially) at Nant Capital's option, at a price per share equal to $5.427 (subject to appropriate adjustment from time to time for any stock dividend, stock split, combination of shares, reorganization, recapitalization, reclassification or other similar event).
- [F14]Amended and Restated Convertible Promissory Note held by Nant Capital.
- [F15]The Consolidated Note held by Nant Capital.
- [F2]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.
- [F3]Shares held by NantBio, Inc. ("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.
- [F4]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.
- [F5]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.
- [F6]Shares held by NantWorks, LLC ("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.
- [F7]Shares held by NantMobile, LLC ("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.
- [F8]Shares held by NantCancerStemCell, LLC ("NCSC"). NantBio is the majority 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.
- [F9]Nant Capital has the right at any time after the Conversion Date (as defined in the Convertible Promissory Note (the "Note")) and on or before September 11, 2026 to convert all (but not less than all) of the outstanding principal amount of this 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. On December 10, 2024, Nant Capital delivered notice to the Issuer that they elected to convert the outstanding principal and all accrued and unpaid interest in the amount of $200,679,022.30 into 103,710,088 shares if the Issuer's common stock.
Documents
Issuer
ImmunityBio, Inc.
CIK 0001326110
Entity typeother
Related Parties
1- filerCIK 0001189020
Filing Metadata
- Form type
- 4
- Filed
- Dec 11, 7:00 PM ET
- Accepted
- Dec 12, 9:20 PM ET
- Size
- 32.9 KB