0000950170-23-048020.txt : 20230913 0000950170-23-048020.hdr.sgml : 20230913 20230913210711 ACCESSION NUMBER: 0000950170-23-048020 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20230911 FILED AS OF DATE: 20230913 DATE AS OF CHANGE: 20230913 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SOON-SHIONG PATRICK CENTRAL INDEX KEY: 0001189020 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37507 FILM NUMBER: 231253903 MAIL ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 FORMER NAME: FORMER CONFORMED NAME: SOON SHIONG PATRICK DATE OF NAME CHANGE: 20020912 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CALIFORNIA CAPITAL EQUITY, LLC CENTRAL INDEX KEY: 0001517764 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37507 FILM NUMBER: 231253900 BUSINESS ADDRESS: STREET 1: 10182 CULVER BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 310-836-6400 MAIL ADDRESS: STREET 1: 10182 CULVER BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Nant Capital, LLC CENTRAL INDEX KEY: 0001675758 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37507 FILM NUMBER: 231253899 BUSINESS ADDRESS: BUSINESS PHONE: 310-836-6400 MAIL ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MP 13 Ventures, LLC CENTRAL INDEX KEY: 0001629186 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37507 FILM NUMBER: 231253901 BUSINESS ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 310-836-6400 MAIL ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Cambridge Equities, LP CENTRAL INDEX KEY: 0001629222 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37507 FILM NUMBER: 231253902 BUSINESS ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 BUSINESS PHONE: 310-836-6400 MAIL ADDRESS: STREET 1: 9922 JEFFERSON BOULEVARD CITY: CULVER CITY STATE: CA ZIP: 90232 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ImmunityBio, Inc. CENTRAL INDEX KEY: 0001326110 STANDARD INDUSTRIAL CLASSIFICATION: BIOLOGICAL PRODUCTS (NO DIAGNOSTIC SUBSTANCES) [2836] IRS NUMBER: 431979754 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3530 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 BUSINESS PHONE: (844) 696-5235 MAIL ADDRESS: STREET 1: 3530 JOHN HOPKINS COURT CITY: SAN DIEGO STATE: CA ZIP: 92121 FORMER COMPANY: FORMER CONFORMED NAME: NantKwest, Inc. DATE OF NAME CHANGE: 20150713 FORMER COMPANY: FORMER CONFORMED NAME: Conkwest, Inc. DATE OF NAME CHANGE: 20140416 FORMER COMPANY: FORMER CONFORMED NAME: ZelleRx Corp DATE OF NAME CHANGE: 20050504 4 1 ownership.xml 4 X0508 4 2023-09-11 0001326110 ImmunityBio, Inc. IBRX 0001189020 SOON-SHIONG PATRICK C/O IMMUNITYBIO, INC. 3530 JOHN HOPKINS COURT SAN DIEGO CA 92121 true true true false See remarks 0001629222 Cambridge Equities, LP 9922 JEFFERSON BLVD. CULVER CITY CA 90232 false false true false 0001629186 MP 13 Ventures, LLC 9922 JEFFERSON BLVD. CULVER CITY CA 90232 false false true false 0001517764 CALIFORNIA CAPITAL EQUITY, LLC 9922 JEFFERSON BOULEVARD CULVER CITY CA 90232 false false true false 0001675758 Nant Capital, LLC 450 DULEY ROAD EL SEGUNDO CA 90245 false false true false false Common Stock 2023-09-11 4 J false 129127017 1.29 A 129227017 I See footnote Common Stock 2023-09-11 4 J false 47557934 1.29 A 47557934 I See footnote Common Stock 2023-09-11 4 J false 32606985 1.29 A 32606985 I See footnote Common Stock 29473932 D Common Stock 261705814 I See footnote Common Stock 8383414 I See footnote Common Stock 7976159 I See footnote Common Stock 5618326 I See footnote Common Stock 9986920 I See footnote Amended and Restated Convertible Promissory Note 5.67 2023-09-11 4 J false 40460274 0 D 2022-08-31 2025-09-30 Common Stock 0 I See footnote Amended and Restated Convertible Promissory Note 5.67 2023-09-11 4 J false 59356865 0 D 2022-08-31 2025-09-30 Common Stock 0 I See footnote Second Amended and Restated Convertible Promissory Note 5.67 2023-09-11 4 J false 66756715 0 D 2022-08-31 2025-09-30 Common Stock 0 I See footnote Second Amended and Restated Convertible Promissory Note 5.67 2023-09-11 4 J false 61349735 0 D 2022-08-31 2025-09-30 Common Stock 0 I See footnote Second Amended and Restated Convertible Promissory Note 5.67 2023-09-11 4 J false 42063011 0 D 2022-08-31 2025-09-30 Common Stock 0 I See footnote Convertible Promissory Note 1.935 2023-09-11 4 P false 200000000 200000000 A 2026-09-11 Common Stock 200000000 I See footnote 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. Shares held by Nant Capital, an investment vehicle of the reporting person. 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. 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. 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. 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. 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. 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. 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. Represents the entire outstanding principal amount and accrued and unpaid interest due as of September 8, 2023. Amended and Restated Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person. Second Amended and Restated Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person. 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. 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. 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. 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. Convertible Promissory Note held by Nant Capital, an investment vehicle of the reporting person. Executive Chairman, Global Chief Scientific and Medical Officer /s/ Patrick Soon-Shiong, /s/ Charles Kenworthy, Manager of MP 13 Ventures, on behalf of itself and as General Partner of Cambridge Equities, and /s/ Charles Kenworthy, Manager of California Capital Equity, and Charles Kenworthy, Manager of Nant Capital 2023-09-13