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