ImmunityBio, Inc. — Director's Dealing 2024

Dec 13, 2024

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: ImmunityBio, Inc. (IBRX)
CIK: 0001326110
Period of Report: 2024-12-10

Reporting Person: SOON-SHIONG PATRICK (Director, See remarks, 10% Owner)
Reporting Person: CALIFORNIA CAPITAL EQUITY, LLC (10% Owner)
Reporting Person: MP 13 Ventures, LLC (10% Owner)
Reporting Person: Cambridge Equities, LP (10% Owner)
Reporting Person: Nant Capital, LLC (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2024-12-10	Common Stock	C	103710088	$1.935	Acquired	232937105	Indirect
2024-12-10	Common Stock	C	13475172	$2.28	Acquired	246412277	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2024-12-10	Convertible Promissory Note	$1.935	C		Disposed	2026-09-11	Common Stock (103710088)	Indirect
2024-12-10	Convertible Promissory Note	$2.28	C		Disposed	2025-12-31	Common Stock (13475172)	Indirect
2024-12-10	Amended and Restated Promissory Note	$8.27	J		Disposed	2025-12-31	Common Stock ()	Indirect
2024-12-10	Second Amended and Restated Convertible Promissory Note	$5.427	J		Acquired	2027-12-31	Common Stock ()	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	29473932	Direct
Common Stock	261705814	Indirect
Common Stock	8383414	Indirect
Common Stock	7976159	Indirect
Common Stock	5618326	Indirect
Common Stock	9986920	Indirect
Common Stock	47557934	Indirect
Common Stock	32606985	Indirect

Footnotes

F1: Shares held by Nant Capital, LLC, an investment vehicle of the reporting person ("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.

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.