ImmunityBio, Inc. 8-K

What Happened
On January 23, 2026, ImmunityBio, Inc. entered into a letter amendment to its Second Amended and Restated Promissory Note (originally dated December 10, 2024) with Nant Capital, LLC, an entity affiliated with Dr. Patrick Soon‑Shiong (the Company’s Executive Chairman and Global Chief Scientific and Medical Officer). The outstanding principal under the note is $505.0 million. The January 2026 amendment adds the ability for the Holder to convert any portion of the outstanding principal into fully paid, nonassessable shares of ImmunityBio common stock at any time prior to the note’s maturity. No other terms were changed. The amendment is filed as Exhibit 10.1 to the Form 8‑K.

Key Details

• Amendment date: January 23, 2026 (reported on Form 8‑K filed January 26, 2026).
• Principal amount affected: $505.0 million outstanding under the December 10, 2024 convertible promissory note.
• Material change: permits partial conversions of the outstanding principal into common stock (previous note did not allow partial conversion).
• Counterparty: Nant Capital, LLC, affiliated with Dr. Patrick Soon‑Shiong; no other modifications to the note were made.

Why It Matters
This change gives the holder flexibility to convert portions of the debt into equity over time rather than only in full at maturity, which could lead to incremental increases in shares outstanding if conversions occur. That potential dilution — and the timing of any conversions — may affect share count and stock price, so investors should monitor any future notices of conversion. Because the holder is affiliated with an executive chairman, the amendment is a related‑party financing matter that investors often watch closely. The filing does not report earnings, management changes, or other amendments to the note’s terms.