SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

SOON-SHIONG PATRICK

(Last)

(First)

(Middle)

C/O IMMUNITYBIO, INC.

3530 JOHN HOPKINS COURT

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
ImmunityBio, Inc. [ IBRX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Amended and Restated Promissory Note	$8.27	12/29/2023		J⁽¹⁾		$380,000,000		12/29/2023	12/31/2025	Common Stock	⁽¹⁾	$380,000,000	$380,000,000	I	See footnote⁽²⁾
Convertible Promissory Note	$2.28	12/29/2023		J⁽³⁾		$30,000,000⁽³⁾		05/12/2023	12/31/2025⁽³⁾	Common Stock	⁽³⁾	$30,000,000	$30,000,000	I	See footnote⁽⁴⁾

1. Name and Address of Reporting Person^*

SOON-SHIONG PATRICK

(Last)

(First)

(Middle)

C/O IMMUNITYBIO, INC.

3530 JOHN HOPKINS COURT

(Street)

SAN DIEGO

92121

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	See remarks

1. Name and Address of Reporting Person^*

Nant Capital, LLC

(Last)

(First)

(Middle)

450 DULEY ROAD

(Street)

EL SEGUNDO

90245

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. On December 29, 2023, in connection with the Issuer entering into a Revenue Interest Purchase Agreement with Infinity SA LLC, an affiliate of Oberland Capital Management LLC, as collateral agent and administrative agent for the purchasers party thereto (the "RIPA"), the Issuer and Nant Capital, LLC ("Nant Capital") entered into an Amended and Restated Promissory Note pursuant to which the Issuer and Nant Capital agreed to extend the maturity dates of certain existing promissory notes held by Nant Capital from December 31, 2024 to December 31, 2025, and to allow Nant Capital, in its sole discretion, to convert up to an aggregate of $380 million of principal, plus accrued and unpaid interest thereon, into shares of Issuer's Common Stock at a price per share equal to $8.27.

2. Amended and Restated Promissory Note, dated as of December 29, 2023, held by Nant Capital, an investment vehicle of the reporting person.

3. In connection with the RIPA, the Issuer entered into a letter agreement, dated as of December 29, 2023, pursuant to which the Issuer and Nant Capital agreed to extend the maturity date of an existing convertible promissory note with an aggregate principal amount of approximately $30 million held by Nant Capital from December 31, 2023, as previously reported in the Form 4 filed May 16, 2023, to December 31, 2025. 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 note at the time of conversion into shares of the Issuer's Common Stock at a price of $2.28 per share.

4. Convertible Promissory Note, dated as of March 31, 2023, as amended, held by Nant Capital, an investment vehicle of the reporting person.

Remarks:

Executive Chairman, Global Chief Scientific and Medical Officer

	/s/ Patrick Soon-Shiong	01/03/2024
	/s/ Charles Kenworthy, Manager of Nant Capital	01/03/2024
	** Signature of Reporting Person	Date
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SEC Form 4 filed by Soon-Shiong Patrick